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

Company Law (en cours)

The dissolution involves a restitution by the company of the various contributions made by the partners at its creation, including contributions in the form of services . Indeed, the judicial liquidation judgment of a company, while it results in its dissolution by operation of law, has no effect on its legal personality, which continues for the purposes of liquidation until the publication of the …

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The dissolution involves a restitution by the company of the various contributions made by the partners at its creation, including contributions in the form of services . Indeed, the judicial liquidation judgment of a company, while it results in its dissolution by operation of law, has no effect on its legal personality, which continues for the purposes of liquidation until the publication of the closure of the proceedings, so that, as long as this publication has not occurred, the shares constituting its capital still have a legal existence and can be subject to restitution in kind . The dissolution also does not prevent a partner of an SARL from requesting the reimbursement of their current account, directing their request against the company .

In addition to the return of contributions, the partners are entitled to the distribution of the remaining assets after the payment of liabilities  and the reimbursement of capital , noting that in the event of joint ownership, the distribution is governed by the relevant rules . The amicable distribution of the company's assets following the early dissolution of an SCI requires the unanimous consent of the parties, notwithstanding any contrary statutory provisions . Furthermore, contributions made by the partners as issue and merger premiums and the decapitalization reserve that have not been incorporated into the share capital, excluding shareholders' equity, cannot be deducted from the gross assets for the calculation of the basis of the sharing duty .

Cass. 1re civ., 30 May 2006, LawLex202300002873JBJ, holding that upon the liquidation of a de facto company, the associate may recover the creations that materialize their contributions in the form of services and are found in kind in the social assets, by having them allocated to them subject to a balancing payment; 19 April 2005, LawLex202200006422JBJ, considering that in the context of the liquidation of a de facto company, the contribution in the form of services by a partner through their work on the property belonging to their companion may entitle them to a share of the capital gain on the property, but not to reimbursement or recovery.

Cass. com., 21 April 2022, LawLex202200002199JBJ, Gaz. Pal. 27 September 2022, 51, obs. FERRARI; RJDA 7/22, No 422; RJ com. 2022, No 4, 387, obs. LE GROG; RDC 4/2022, 46, obs. CAFFIN-MOI et SAUTONIE-LAGUIONIE.

Cass. com., 27 March 1990, LawLex202300003042JBJ.

Cass. 1re civ., 2 October 2002, LawLex202300003043JBJ, considering that if the partners of a dissolved SCP, which continues for the purposes of its liquidation, have a right to the distribution of the remaining assets after payment of liabilities, they are not creditors entitled to act in place of the company by exercising indirectly the rights and actions belonging to it. - Also see CA Pau, 14 May 2024, LawLex202400003705JBJ, holding that in the event of an early dissolution of the company, the withdrawal request previously submitted becomes moot, so that the withdrawing partner cannot obtain reimbursement of their contributions without bearing the consequences of the liquidation.

Cass. com., 26 September 2018, LawLex202300003040JBJ, considering that the distribution of the corporate assets can only take place after the closure of the liquidation, so that the net assets distributed refer to the assets remaining after the payment of debts and the reimbursement of the corporate capital.

Cass. com., 24 March 1998, LawLex202300002872JBJ, considering that upon the closure of the liquidation, the partners may be transferred the company assets in joint ownership, including the right to initiate legal action.

Cass. com., 30 May 2007, LawLex202300003214JBJ; Cass. 1re civ., 3 December 1980, LawLex202300002863JBJ, holding that the Judicial Court is competent to approve the liquidation of an SNC, as long as the rules of succession distribution are applicable to it.

Cass. com., 26 September 2018, LawLex202300003040JBJ.

Company Law (en cours)

325. Return to the original situation

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Les notions juridiques connexes

325. Return to the original situation

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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