All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

A contribution in kind may involve a business concern, consisting of the combination of tangible elements such as goods, equipment... and intangible elements, such as the trade name, clientele, lease rights, and goodwill. To consider that there is a contribution of the business concern, it is not necessary for all these elements to be present. It suffices that the clientele and its determining ele …

Characteristics of the contribution of business assets/goodwill

A contribution in kind may involve a business concern, consisting of the combination of tangible elements such as goods, equipment... and intangible elements, such as the trade name, clientele, lease rights, and goodwill. To consider that there is a contribution of the business concern, it is not necessary for all these elements to be present. It suffices that the clientele and its determining elements, such as any lease rights, are transferred.

The contribution of business assets is subject to specific publicity formalities primarily aimed at informing the creditors of the contributor. These formalities, provided for in Articles L. 141-21 and following of the Commercial Code, must be completed within 15 days of the contribution.

In return for their contribution, the associate receives shares (droits sociaux). The contribution of business assets can be made in property  or in enjoyment .

Pursuant to Article L. 1224-1 of the Labor Code, the company receiving a business concern must take over all employment contracts in effect on the day the transaction is completed. Beyond that, in the absence of a provision to this effect, the contribution of the business concern to a company does not entail the transfer of any contracts held by the acquirer. Consequently, the contribution of a business concern to a company, even accompanied by an express transfer of debts incurred for its operation, does not relieve the transferor of these debts .

Cass. com., 15 May 1973, LawLex202200003182JBJ; Cass. com., 6 December 1982, LawLex202200003092JBJ.

Cass. com., 3 December 1991, LawLex202200003193JBJ.

Cass. com., 27 January 1998, LawLex202200003195JBJ.

Company Law (en cours)

23. Characteristics of the contribution of business assets/goodwill

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23. Characteristics of the contribution of business assets/goodwill

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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