Decisions that exceed the powers granted to the managing partners shall be taken in accordance with the provisions of the Articles of Association or, in the absence of such provisions, by unanimous decision of the partners.
Decisions are taken by the members at a general meeting. The Articles of Association may also provide that they shall result from a written consultation.
Decisions may still result from the consent of all partners expressed in a deed.
In the case of a merger of non-trading companies, if the Articles of Association provide for consultation of the shareholders of the acquiring company, such consultation is not required if, from the filing of the draft terms of merger until the completion of the transaction, the acquiring company holds at least 90% of the shares in the acquired company. However, one or more shareholders of the acquiring company holding at…
The members have the right to obtain, at least once a year, communication of the company’s books and documents, and to ask questions in writing about the company’s management, which must be answered in writing within one month. .
At least once a year, the managing partners must report to the shareholders on their management of the company. This rendering of account must include an overall written report on the company’s activity during the past year or financial year, including an indication of profits made or foreseeable and losses incurred or foreseen.
With regard to third parties, the partners are indefinitely liable for the company’s debts in proportion to their share in the company’s capital on the due date or on the date of cessation of payments. A partner who has contributed only his industry is liable as the one whose share in the company’s capital is the lowest.
Creditors may not pursue payment of corporate debts against a partner unless they have first unsuccessfully sued the legal entity.
All actions against non-liquidating partners or their heirs and assigns shall be barred after five years from the publication of the dissolution of the company.
If one of the shareholders is declared bankrupt, goes bankrupt personally, has his assets liquidated or is wound up by court order, unless the other shareholders unanimously decide to dissolve the company early or if such dissolution is provided for in the Articles of Association, the dissolution shall be carried out in accordance with the conditions set out in Article 1843-4, the company rights of the interested party shall be…
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is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
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is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
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