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

Company Law (en cours)

Knowing the identity of a company involves determining whether it has a civil or commercial nature. Often, this quality directly results from the corporate form. In fact, certain companies such as SARLs, SNCs, SCSs, or joint stock companies inherently have a commercial nature. For others, however, the commercial nature is inferred from the corporate purpose, i.e., the activity carried out by the company. Thus, the statutes of an Economic Interest Grouping (GIE), which authorize it to carry out all commercial operations directly or indirectly related to the achievement of its purpose, establish that it performs commercial acts and that its purpose has a commercial nature . The commercial nature of a company is particularly important because it indicates the obligations to which the company is subject as a result, as well as the commercial court competent to hear disputes involving the company or its directors. By hypothesis, breaches committed by the manager of a commercial company, who does not himself have the status of a merchant and has not performed commercial acts, in the execution of a contract, fall under the jurisdiction of the commercial court as long as they are directly related to the management of the undertaking . Similarly, since no text grants exclusive jurisdiction to the Judicial Court in matters of leasing real estate, the dispute between two commercial companies regarding the execution of commitments made in a lease contracted by the tenant company in the interest of its activity constitutes a commercial act, subject to the jurisdiction of the commercial courts .

Cass. com., 15 June 2010, LawLex201000000743JBJ.

Cass. com., 14 November 2018, LawLex202200007592JBJ.

Cass. 2e civ., 25 January 1989, LawLex202200007534JBJ.

43. Criterion and impact of commercial character