French Civil Code

The dissolution of the company entails its liquidation, except in the cases provided for in Article 1844-4 and in the third paragraph of Article 1844-5. It only has effect with regard to third parties after its publication. The liquidator is appointed in accordance with the provisions of the Articles of Association. If these are silent, he is appointed by the partners or, if the partners are unable to make such…

After payment of debts and repayment of the share capital, the assets are divided between the partners in the same proportions as their share in the profits, unless otherwise agreed or stipulated. The rules concerning the division of estates, including preferential allotment, apply to divisions between partners. However, the partners may validly decide, either in the articles of association or by a separate decision or deed, that certain assets are…

The nullity of the company can only result from the violation of the provisions of article 1832 and the first paragraph of articles 1832-1 and 1833, or any of the causes of nullity of contracts in general. Any clause in the articles of association that is contrary to a mandatory provision of this title, the violation of which is not sanctioned by the nullity of the company, is deemed to…

An action for nullity is extinguished when the cause of the nullity has ceased to exist on the day the court rules on the merits at first instance, unless the nullity is based on the unlawfulness of the corporate object.

In the event of the nullity of a company or of acts or deliberations subsequent to its incorporation, based on a defect in consent or the incapacity of a member, and where regularisation can be effected, any person with an interest therein may give formal notice to the person likely to effect it, either to regularise the situation or to bring an action for nullity within a period of six…

The court, seised of an application for nullity, may, even of its own motion, set a time limit to allow nullities to be covered. It may not declare the nullity less than two months after the date of the writ instituting the proceedings. If, in order to cover a nullity, a meeting must be convened, or a consultation of the members carried out, and if there is proof that the…

Actions for nullity of the company or of acts and deliberations subsequent to its incorporation shall be barred after three years from the day on which the nullity is incurred.

When the nullity of the company is declared, it terminates, without retroactivity, the performance of the contract. With regard to the legal person that may have come into existence, it produces the effects of a dissolution pronounced by justice.

Neither the company nor the partners may rely on a nullity against third parties acting in good faith. However, nullity resulting from incapacity or one of the defects of consent may be relied on even against third parties by the incapable person and his legal representatives, or by the partner whose consent was taken by mistake, fraud or violence.

An action for liability based on the annulment of the company or of the acts and deliberations subsequent to its incorporation shall be barred after three years from the day on which the annulment decision has become res judicata. The disappearance of the cause of nullity shall not prevent the bringing of an action for damages seeking compensation for the loss caused by the defect with which the company, act…