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

Company Law (en cours)

Devoid of legal personality, a group of companies cannot hold rights and obligations , enter into contracts , or establish a commercial partnership . The absence of legal personality for the group implies that each company within it enjoys legal autonomy , which requires it to personally fulfill its various obligations . Thus, an SAS belonging to a group is required to file the mandatory information related to its financial statements with the RCS itself, as it is legally distinct from its parent . Similarly, there is no need to consolidate the relationships maintained by a buyer with two suppliers from the same group, as they are distinct legal entities with different productions . A contract concluded between a company and a subsidiary of a group cannot bind the parent company, which is not a party to the agreement . Therefore, clients who have dealt with one of the companies have no connection with the others, even if the latter are involved in the execution of the contract . Finally, a mortgage on a building owned by a subsidiary cannot serve as security for a debt contracted by the parent company, as each company retains its own legal personality .

Cass. com., 15 November 2011, LawLex201100001819JBJ.

Cass. com., 2 April 1996, LawLex202200007217JBJ, considering that a group of companies, lacking legal personality, cannot enter into a banking contract.

Paris, 13 January 2021, LawLex202100000157JBJ; Cass. com., 16 October 2019, LawLex201900001237JBJ.

Paris, 26 November 2020, LawLex202000003318JBJ, holding that the commercial relationships maintained by a supplier with several companies of a group must be considered independently under the principle of legal autonomy, as the contracts supporting them were concluded on different dates and resulted in separate orders and invoices, thus demonstrating the absence of concerted action despite the use of a common interlocutor; 24 June 2020, LawLex202000001633JBJ, ruling that the start of the commercial relationship established between a parent company and a supplier cannot be traced back to the date of the supply contract concluded between one of its subsidiaries and the latter, as companies within the same group constitute distinct legal entities and the parent company did not interfere in the management or operation of its subsidiary in a way that would create confusion in the supplier's mind about the identity of its contracting party; Cass. com., 7 May 2019, LawLex201900000630JBJ, specifying that the termination of established commercial relations between a French service provider and its Thai client cannot be attributed to the French parent company of the latter, which constitutes a separate legal entity.

Cass. com., 28 May 1991, LawLex200200004925JBJ.

CA Rouen, 26 October 2017, LawLex202200008128JBJ.

Lyon, 4 May 2022, LawLex202200002428JBJ; Paris, 17 June 2014, LawLex201400000762JBJ, specifying that the established nature of relationships cannot be assessed globally at the level of a group of legally independent legal entities, even if they share common characteristics. - Cf. Paris, 12 February 2020, LawLex202000000240JBJ, considering that business flows maintained during calls for tenders with several companies of a group, united by a community of interests, common management, and coordination ensured by a general coordinator, form a unique commercial relationship, even if these companies have autonomous legal personality and the coordinator does not have capital interests in two of them.

Cass. com., 14 September 2010, LawLex202200007683JBJ; CA Paris, 10 April 2014, LawLex201400000581JBJ.

Cass. com., 18 October 1994, LawLex202200007218JBJ; 15 October 1974, LawLex202200009284JBJ.

Cass. 3e civ., 22 May 1975, LawLex202200009285JBJ.

272. Principle