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

Company Law (en cours)

The creditor of a SNC may waive the joint and several liability of the general partners in the event of the company's default. In such a case, the general partners are released both from their obligation as partners and from their guarantee commitment . When the contract underlying the SNC's debt contains a clause waiving the creditor's right to joint and several liability, this can only be enforc …

Waiver in favor of a single partner or all partners

The creditor of a SNC may waive the joint and several liability of the general partners in the event of the company's default. In such a case, the general partners are released both from their obligation as partners and from their guarantee commitment . When the contract underlying the SNC's debt contains a clause waiving the creditor's right to joint and several liability, this can only be enforced after formal notice to the company .

Furthermore, since the partners who transfer all the shares they hold in an SNC remain liable to the company's creditors for all liabilities incurred prior to their withdrawal, unless expressly discharged by the latter , the act by which a company creditor waives the right to pursue a partner in return for the transfer of their shares does not constitute a debt release with respect to the SNC or the other partners . Moreover, the non-recourse clause, by which a financial institution waives all its rights to pursue any partner, does not preclude the filing of a petition for the commencement of judicial reorganization proceedings against the SNC, which does not equate to a demand for payment or the enforcement of a measure against it or its partners .

Cass. com., 14 January 2004, LawLex202200007257JBJ.

CA Versailles, 18 September 2014, LawLex202200009841JBJ.

Montpellier, 21 January 2014, LawLex202200009743JBJ; 21 January 2014, LawLex202200009742JBJ.

CA Paris, 8 October 1999, LawLex202200008977JBJ; CA Paris, 13 September 2002, LawLex202200007426JBJ.

Cass. com., 22 March 2011, LawLex202200008746JBJ.

Company Law (en cours)

367. Waiver in favor of a single partner or all partners

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367. Waiver in favor of a single partner or all partners

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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