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

Company Law (en cours)

Nationality is the link that connects a company to a given State. Knowing the nationality of an undertaking not only allows for determining the law applicable to it in case of a dispute, but also the law that applies to its governing bodies. Indeed, the assessment of the powers of a company's directors to act as guarantors falls under the national law of this company .
The determination of a compa …

Criteria and interest of the notion

Nationality is the link that connects a company to a given State. Knowing the nationality of an undertaking not only allows for determining the law applicable to it in case of a dispute, but also the law that applies to its governing bodies. Indeed, the assessment of the powers of a company's directors to act as guarantors falls under the national law of this company .

The determination of a company's nationality depends on varying criteria depending on the country in which one finds oneself. In countries that adopt the English system, the predominant criterion is that of incorporation, which links the company to the country where it was created and registered, granting it legal personality even if its actual headquarters is located elsewhere. In France, Article L. 210-3 of the Commercial Code provides that companies whose registered office is located in French territory are subject to French law. Third parties may rely on the registered office, but it is not enforceable against them by the company if its actual headquarters is located elsewhere. The primary criterion considered is that of the registered office. Jurisprudence specifies in this regard that the nationality of a company generally derives from the location of its actual headquarters, defined as the place of effective management and presumed to be the registered office . The control criterion, inherited from World War II, is also sometimes recognized in France for linking companies. For the application of this criterion, the nationality of the individuals who manage the company is taken into account.

For the company, changing nationality means transferring its registered office outside national borders. To do so, a unanimous vote of the partners is required, in accordance with Articles L. 222-9 and L. 223-30. Article L. 225-97 provides that in joint stock companies, the decision can be made by a qualified majority in an extraordinary general meeting, provided that the host country has signed an agreement to that effect.

Cass. com., 9 April 1991, LawLex202200007471JBJ.

Cass. ass. plén., 21 December 1990, LawLex202100003168JBJ.

Company Law (en cours)

42. Criteria and interest of the notion

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42. Criteria and interest of the notion

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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