Book III: Different ways of acquiring property

A spouse may not, under the penalty provided for in article 1427, use joint property to make a contribution to a company or acquire non-negotiable company shares without his or her spouse having been notified and without this being justified in the deed. The status of partner is recognised in whichever of the spouses makes the contribution or carries out the acquisition. Spouse who has notified the company of his…

Any company must have a lawful object and be formed in the common interest of the partners. The company is managed in its corporate interest, taking into consideration the social and environmental issues of its activity.

The provisions of this chapter shall apply to all companies unless otherwise provided by law by reason of their form or objects.

The Articles of Association must be drawn up in writing. In addition to the contributions of each shareholder, they determine the form, object, name, registered office, share capital, duration and operating procedures of the company. The Articles of Association may specify a raison d’être, consisting of the principles which the company adopts and for the respect of which it intends to allocate resources in carrying out its activity.

The Articles of Association may only be amended, in the absence of a clause to the contrary, by unanimous agreement of the partners. Under no circumstances may the commitments of a partner be increased without the consent of that partner.

Any company whose registered office is located on French territory is subject to the provisions of French law. Third parties may rely on the registered office, but this is not enforceable against them by the company if the actual registered office is located in another place.

The term of the company may not exceed ninety-nine years.

If the articles of association do not contain all the particulars required by law or if a formality prescribed by law has been omitted or irregularly performed, any interested party is entitled to apply to the courts for an order, subject to a fine, to regularise the constitution. The Public Prosecutor may act for the same purpose. The same rules shall apply in the event of an amendment to the…

The founders, as well as the first members of the management, executive or administrative bodies, are jointly and severally liable for any loss caused either by the failure to include a mandatory statement in the Articles of Association, or by the omission or irregular performance of a formality prescribed for the formation of the company. In the event of an amendment to the Articles of Association, the provisions of the…

Companies other than the joint ventures referred to in Chapter III enjoy legal personality from the time of their registration. Until registration, the relationship between the members is governed by the partnership agreement and by the general principles of law applicable to contracts and obligations.