Book III: Different ways of acquiring property

Persons who have acted on behalf of a company in formation before registration are liable for the obligations arising from the acts thus performed, with joint and several liability if the company is commercial, without joint and several liability in other cases. A company that is duly registered may take over the commitments entered into, which are then deemed to have been entered into by the company from the outset.

The contribution of an asset or a right that is subject to publication in order to be effective against third parties may be published prior to registration and on condition that registration takes place. As from the latter, the effects of the formality are retroactive to the date of its completion.

The rights of each shareholder in the share capital are proportional to his contributions when the company is formed or during its existence. Industrial contributions do not contribute to the formation of the share capital but give rise to the allocation of shares entitling the shareholder to share in the profits and net assets, subject to contributing to losses.

Each partner is indebted to the company for everything he has promised to contribute to it in kind, in cash or in industry. Contributions in kind are realised by the transfer of the corresponding rights and by the actual availability of the assets. Where the contribution is in ownership, the contributor is liable to the company as a seller is to his buyer. Where it is in enjoyment, the contributor…

I. – In cases where the law refers to this article to determine the price conditions for a transfer of a shareholder’s corporate rights, or the repurchase of such rights by the company, the value of such rights shall be determined, in the event of a dispute, by an expert appointed either by the parties or, failing agreement between them, by a judgment of the president of the competent judicial…

In addition to the action for compensation for loss suffered personally, one or more partners may bring the corporate action for liability against the managing partners. The plaintiffs are entitled to pursue compensation for the loss suffered by the company; in the event of a conviction, the damages are awarded to the company. Any clause in the Articles of Association which has the effect of making the exercise of the…

Any shareholder has the right to take part in collective decisions. The co-owners of an undivided share are represented by a single agent, chosen from among the undivided shareholders or from outside them. In the event of disagreement, the proxy shall be appointed in court at the request of the most diligent. If a share is encumbered by a usufruct, the bare owner and the usufructuary shall have the right…

The share of each partner in the profits and his contribution to the losses shall be determined in proportion to his share in the share capital and the share of the partner who has contributed only his industry shall be equal to that of the partner who has contributed the least, all unless otherwise stipulated. However, any stipulation allocating to a partner all of the profits made by the company…

The regular conversion of a company into a company of another form does not result in the creation of a new legal entity. The same applies to an extension or any other amendment to the articles of association.

A company, even one in liquidation, may be absorbed by another company or participate in the formation of a new company, by way of a merger. It may also transfer its assets and liabilities by way of a demerger to existing companies or to new companies. These operations may take place between companies of different forms. They are decided upon, by each of the companies concerned, under the conditions required…