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

Company Law (en cours)

Cash shares  are those whose value is paid  either in cash or by offsetting . They also include shares issued following a capital increase through the incorporation of reserves, profits, or share premiums, and those whose amount results partly from the incorporation of reserves, profits, or share premiums and partly from a cash payment. The latter must be fully paid up at the time of subscription  …

Principle

Cash shares  are those whose value is paid  either in cash or by offsetting . They also include shares issued following a capital increase through the incorporation of reserves, profits, or share premiums, and those whose amount results partly from the incorporation of reserves, profits, or share premiums and partly from a cash payment. The latter must be fully paid up at the time of subscription .

At the incorporation of the company, they must be paid up at the time of subscription, at least half of their nominal value . The release of the surplus must occur in one or more installments by decision of the board of directors or the executive board, as the case may be, within a period not exceeding five years from the registration of the company in the trade and companies register . A fine of 150,000 euros is imposed on the founders, the chairman, the directors, or the chief executive officers of a public limited company for issuing or negotiating shares or share certificates without the cash shares being paid up at subscription to at least half .

In the event of a capital increase, they must be paid up at the time of subscription, at least one-quarter of their nominal value and, if applicable, the entire issue premium . The release of the surplus must occur, in one or more installments, within five years from the day the capital increase became final .

A fine of EUR 150,000 euros is imposed on the president, directors, or chief executive officers of a joint stock company for issuing shares or share certificates without the previously subscribed capital of the company being fully paid up, or without the new cash shares being paid up at the time of subscription to at least one-quarter of their nominal value and, if applicable, the entire issue premium .

Cash shares are registered until they are fully paid up . Non-compliance with this principle may result in their annulment .

Commercial Code, Art. L. 228-7, para. 1 and Monetary and Financial Code, Art. L. 212-1, by reference.

CA Rennes, 23 March 2021, LawLex202300006064JBJ, considering that in joint stock companies, the release of cash contributions by set-off is generally possible, unless expressly excluded in the statutes or the capital increase decision; Cass. com., 25 June 2013, LawLex202200005537JBJ, holding that when a joint stock company decides on a capital increase through cash contributions to be fully paid up at subscription, one who claims to release part of their subscription amount by way of set-off without holding any liquid and payable claim against the company cannot claim to be a shareholder.

Company Law (en cours)

85. Principle

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85. Principle

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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