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

Company Law (en cours)

The dissolution of a company not only produces internal effects but also affects the rights of third parties, who must be informed of the situation as quickly as possible. The required publicity formalities are set out in Articles L. 237-2 to L. 237-3 and R. 237-1 to R. 237-2 of the Commercial Code.
They first consist of a free registration of the dissolution act, followed by its insertion in a le …

Publicity and enforceability against third parties.

The dissolution of a company not only produces internal effects but also affects the rights of third parties, who must be informed of the situation as quickly as possible. The required publicity formalities are set out in Articles L. 237-2 to L. 237-3 and R. 237-1 to R. 237-2 of the Commercial Code.

They first consist of a free registration of the dissolution act, followed by its insertion in a legal announcements journal, with mention of the appointment of the liquidators. Subsequently, the dissolution acts and the appointment of the liquidator are filed at the business formalities center. The latter is responsible for transmitting them to the registry and other relevant organizations. The company name must also be modified to now be followed by the mention "company in liquidation" .

The dissolution must also be recorded in the commercial and companies register to produce its effects with respect to third parties. Indeed, Article L. 237-2 of the Commercial Code expressly provides that the disappearance of the legal personality of a dissolved company is only enforceable against third parties through the publication in the RCS of the acts or events that caused it, even if the third parties were personally aware of the dissolution before this formality was completed . Consequently, the universal transfer of the assets of a dissolved company to its sole shareholder is not enforceable against employees if it has not been registered in the commercial and companies register . Conversely, the disappearance of the legal personality of a company can be invoked by third parties from the date it is subject to legal publicity, even if the publication of the dissolution decision in the RCS is carried out subsequently .

The case law is strict regarding the company with respect to the formalities to be completed. Thus, it upheld the validity of the service of a judgment carried out by an employee to a dissolved company, in the absence of completion of the publicity formalities in the commercial and companies register previously . Similarly, failure to comply with publicity formalities may incur the liability of the manager. Indeed, the manager of a company who voluntarily allows proceedings to continue while concealing the early dissolution and closure of the company's liquidation, prior to the summons, and then raises, on the eve of the closing order, objections of inadmissibility based on legal nonexistence, commits a fault entitling the adversary to compensation, having been prevented from carrying out in a timely manner and in the required forms all the necessary steps to achieve their claims .

Cass. com., 11 September 2012, LawLex202100003702JBJ; 20 September 2011, LawLex202100003687JBJ, considering that the disappearance of a company's legal personality following its dissolution is only enforceable against third parties through the publication in the RCS of the acts or events that caused it, even if these have been subject to other legal publicity; 24 May 2011, LawLex202200009504JBJ, specifying that the dissolution of an absorbed company is only enforceable against third parties from the date of its publication in the RCS and not from its removal from the same register.

Cass. com., 23 October 2019, LawLex202100001908JBJ.

Cass. com., 11 March 2014, LawLex202300002432JBJ.

Cass. soc., 27 April 1977, LawLex202300002748JBJ; Cass. com., 24 May 2011, LawLex202300002749JBJ, declaring admissible the summons for setting a new increased rent, prior to the publication of the dissolution of the lessor company in the trade and companies register.

Cass. com., 18 February 1997, LawLex202300002442JBJ, Rev. sociétés 1997, 523, obs. DIDIER.

Company Law (en cours)

320. Publicity and enforceability against third parties.

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

320. Publicity and enforceability against third parties.

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise