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

Company Law (en cours)

The registration of an SNC in the Trade and Companies Register is required for it to be vested with  legal personality . The company's registration file   must be submitted online via the single electronic business formalities portal , which forwards it to the registry of the competent court . In addition, notice of the SNC’s incorporation must be published either in the Official Bulletin of Civil …

Company registration

The registration of an SNC in the Trade and Companies Register is required for it to be vested with  legal personality . The company's registration file   must be submitted online via the single electronic business formalities portal , which forwards it to the registry of the competent court . In addition, notice of the SNC’s incorporation must be published either in the Official Bulletin of Civil and Commercial Announcements (BODACC) or in a medium authorized to publish legal notices in the department of the registered office, or in the Bulletin of Mandatory Legal Announcement Bulletin of Mandatory Legal Announcements .

Regarding the elements to be declared for registration purposes, See Art. R. 123-53 et seq. of the Commercial Code.

Commercial Code, Art. R. 123-84, para. 1.

Since commercial companies only acquire legal personality from the date of their registration in the Trade and Companies Register , the absence of registration deprives them of their legal capacity. In fact, without registration, an SNC becomes a de facto company, and one of the founding partners may be held liable for actions that exceed the mere needs of its formation . However, the tax authorities may, if not informed of the lack of registration in the trade register and lack of legal personality of the SNC, invoke its apparent status as a general partnership and consider it liable for VAT adjustments . Furthermore, since the regular transformation of an SA (public limited company)  into an SNC does not result in the creation of a new legal entity , its capacity to initiate legal action is deemed to exist from its original registration in the trade and companies register .

In general partnerships, the completion of publicity formalities is required on pain of invalidity of the company, the act, or the resolution, as the case may be, without the partners and the company being able to invoke this cause of invalidity against third parties . However, the court may reserve the right not to pronounce the incurred invalidity when no fraud is found . The request for invalidity may be made by any interested party. Consequently, a loan agreement must be annulled if it was contracted by an unregistered general partnership and, therefore, lacks legal personality .

Actions for the invalidity of the company or acts and resolutions subsequent to its formation are time-barred after three years from the day the invalidity is incurred, subject to the foreclosure provided for in Article L. 235-6 . For acts committed during formation, such as a loan, the trial court holds that the SNC can only seek invalidity of this act concluded in its name within five years of its registration, which grants it legal personality and the capacity to initiate legal action .

Cass. com., 26 May 2009, LawLex202200003744JBJ.

CAA Marseille, 4 October 2016, LawLex202200008583JBJ.

CA Poitiers, 27 October 1998, LawLex202200009424JBJ.

CA Douai, 31 January 2019, LawLex202200008595JBJ.

Commercial Code, Art. L. 235-9, para. 1 and Civil Code, Art. 1844-14.

CA Paris, 18 January 2007, LawLex202200008590JBJ.

Company Law (en cours)

343. Company registration

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Les notions juridiques connexes

343. Company registration

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

Les notions juridiques connexes

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