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Article 1849 of the French Civil Code

In dealings with third parties, the managing partner binds the company by acts falling within the corporate purpose. If there is more than one managing partner, they hold the powers provided for in the previous paragraph separately. Opposition by one manager to the acts of another manager is without effect with regard to third parties, unless it is established that they had knowledge thereof. Clauses in the articles of association…

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Article 1850 of the French Civil Code

Each manager is individually liable to the company and to third parties, either for breaches of laws and regulations, or for breaches of the Articles of Association, or for faults committed in his management. If several managers have participated in the same acts, they are jointly and severally liable to third parties and to the partners. However, in their relations with each other, the court determines the contributory share of…

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Article 1851 of the French Civil Code

Unless otherwise provided for in the Articles of Association, the Executive Chairman may be dismissed by a decision of the shareholders representing more than half of the shares. If dismissal is decided without just cause, it may give rise to damages. The managing partner may also be dismissed by the courts for just cause, at the request of any partner. Unless otherwise stipulated, the dismissal of a managing partner, whether…

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Article 1852 of the French Civil Code

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.

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Article 1854-1 of the French Civil Code

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…

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Article 1855 of the French Civil Code

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. .

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Article 1856 of the French Civil Code

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.

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Article 1857 of the French Civil Code

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.

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