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

Company Law (en cours)

The obligation of partners in a general partnership (SNC) for debts is, first and foremost, unlimited in that the creditor of the SNC can, in the event of the company's default, pursue a partner for the total amount owed to them, without waiting for the admission of their claim to the company's liabilities .

It is secondly joint and several, allowing the corporate creditor to choose their debtor  …

Subsidiary nature of the obligation

The obligation of partners in a general partnership (SNC) for debts is, first and foremost, unlimited in that the creditor of the SNC can, in the event of the company's default, pursue a partner for the total amount owed to them, without waiting for the admission of their claim to the company's liabilities .

It is secondly joint and several, allowing the corporate creditor to choose their debtor among the partners without having to divide their actions . Furthermore, since the joint and several liability of the general partners is established in the creditor's interest, the latter can decide to invoke it or waive it . Also, the joint and several liability attached to the status of a partner in an SNC, independent of the guarantee commitment undertaken by the latter, cannot be limited to the amount of that commitment .

However, the general partners, although co-debtors among themselves and jointly liable, are not co-debtors of the company , nor jointly liable  with it, so their obligation to pay the company's debts is only ancillary compared to the company's obligation . Consequently, creditors can only pursue payment of their debts against a general partner after having unsuccessfully served notice to the company by extrajudicial act . Furthermore, the SNC, which settles a company debt, has no right to claim from a partner either the settlement of the balance or the reimbursement of part of the amount paid .

CA Rennes, 6 May 2008, LawLex202200009726JBJ; Cass. com., 16 December 2020, LawLex202200009706JBJ.

Paris, 9 September 2003, LawLex202200008980JBJ

CA Rennes, 6 May 2008, LawLex202200009726JBJ.

Cass. com., 29 October 2003, LawLex202200007254JBJ

Cass. com., 20 March 2012, LawLex202200007259JBJ.

CA Bastia, 19 September 2012, LawLex202200009860JBJ.

Company Law (en cours)

365. Subsidiary nature of the obligation

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365. Subsidiary nature of the obligation

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise