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

Company Law (en cours)

Article 1844-5 of the Civil Code provides that the consolidation of all shares in a single hand does not automatically result in the dissolution of the company . Any interested party may indeed request this dissolution if the situation has not been rectified within one year. The court may grant the company an additional period of up to six months to rectify the situation, and it cannot pronounce t …

Dissolution in the absence of regularization

Article 1844-5 of the Civil Code provides that the consolidation of all shares in a single hand does not automatically result in the dissolution of the company . Any interested party may indeed request this dissolution if the situation has not been rectified within one year. The court may grant the company an additional period of up to six months to rectify the situation, and it cannot pronounce the dissolution if, on the day it rules on the merits, this rectification has taken place.

In the event of dissolution, it results in the universal transfer of the company's assets to the sole partner, without the need for liquidation. Consequently, the dissolution of an SNC and the universal transfer of its assets to its sole partner does not constitute fraud against creditors when, following their buyout, all the shares are held by a single entity . Creditors may, however, oppose the dissolution within thirty days from its publication. A court decision may reject the opposition or order either the repayment of debts or the provision of guarantees if the company offers them and they are deemed sufficient. The universal transfer of assets is completed, and the company loses its legal personality at the end of the opposition period or, if applicable, when the opposition has been rejected at first instance or when the debts have been repaid or the guarantees provided. Consequently, when an SNC is removed from the RCS following the consolidation of all shares into a single entity, the transfer of assets is completed, and the legal personality disappears on the date of the SNC's removal from the RCS, rendering any legal action brought by the company after its removal from the RCS inadmissible .

Amiens, 22 January 2015, LawLex202200009867JBJ, case in which the consolidation of shares in a single hand resulted from a transfer of shares.

Nouméa, 28 June 2021, LawLex202200008449JBJ.

Cass. com., 12 January 1999, LawLex202200007523JBJ.

Company Law (en cours)

415. Dissolution in the absence of regularization

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415. Dissolution in the absence of regularization

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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