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…
The provisions of this Chapter shall apply to all civil companies, unless derogated from by the special legal status to which some of them are subject. All companies to which the law does not attribute another character by reason of their form, nature, or object shall be civil companies. .
The capital is divided into equal shares. The provisions of chapitre Ier du titre III du livre II du code de commerce relatives au capital variable des sociétés sont applicables aux sociétés civiles.
The company is managed by one or more persons, who may or may not be partners, appointed either by the Articles of Association, by a separate deed or by a decision of the partners. The Articles of Association lay down the rules for appointing the manager or managers and the way in which the management is organised. Unless the Articles of Association provide otherwise, the manager is appointed by a…
Except in the cases referred to in article 1844-7, the company comes to an end by early dissolution, which may be ordered by the court at the request of any interested party, where it has been without a manager for more than one year.
The appointment and termination of office of the managing partners must be published. Neither the company nor third parties may, in order to avoid their commitments, rely on an irregularity in the appointment of the managing partners or in the termination of their office, provided that these decisions have been regularly published.
If a legal entity acts as managing director, its directors are subject to the same conditions and obligations and incur the same civil and criminal liability as if they were managing directors in their own name, without prejudice to the joint and several liability of the legal entity that they direct.
In relations between partners, the manager may perform all acts of management required by the interests of the company. If there are several managers, they exercise these powers separately, except for the right that belongs to each of them to oppose a transaction before it is concluded. All this, in the absence of provisions in the Articles of Association on the method of administration.
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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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