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

Company Law (en cours)

The general partners are indefinitely and jointly liable for the company's debts . This obligation, which benefits only third parties since the partners cannot invoke it against their co-partners , constitutes the major disadvantage attached to the status of a general partner due to the significant financial burden it may represent. Only the partners of the SNC are liable for its debts. This is th …

Seniority of the partner in the company

The general partners are indefinitely and jointly liable for the company's debts . This obligation, which benefits only third parties since the partners cannot invoke it against their co-partners , constitutes the major disadvantage attached to the status of a general partner due to the significant financial burden it may represent. Only the partners of the SNC are liable for its debts. This is the case for someone who signed the authentic deed recording a loan as a partner of the SNC, to which they also made a contribution, and not as an employee . Similarly, debts arising from an SARL subsequently transformed into an SNC are transferred to the general partners .

The general partners, all of whom have the status of merchants, are liable for all the company's debts, including those incurred before they joined the company , as well as those incurred before the date their withdrawal becomes enforceable against third parties . As a result, new partners who join the partnership agreement without any reservations made known to third parties become personally responsible for the entire liabilities of the SNC, even if these arise from a contract predating their entry into the company . Only a duly published contrary clause can exempt them from their obligation . This is the case with a liability guarantee clause, which stipulates that the transferors remain liable to third parties for liabilities incurred before the publication of the transfer, while the transferee will only be liable for those arising afterward , to prevent the new partner from being retroactively liable for the company's debts, in addition to future debts. Conversely, in the absence of provisions in the statutes and without a clause for the transferee to assume liabilities, the contribution to the debt by the latter and the transferor must be determined equally .

The general partners may also be pursued for debts incurred after their withdrawal, as long as they arise from a contract concluded by the SNC prior to their departure . Similarly, persons who were already partners at the time of the signing of a lease by the SNC, or who became partners thereafter, must pay the unpaid rent installments and the termination indemnity to which the latter may be condemned, even if they later lost their status as partners . The universal transfer of assets and liabilities from an SNC to the absorbing SA does not discharge the general partner from their obligation to the social liabilities .

In the event of the transfer of ownership interests, the former general partners remain liable for debts that become due after their withdrawal, as long as their origin dates back to a time before their departure , even if their repayment ceased after their withdrawal  or if the debt only became due after that . The regular publication of the transfer is also insufficient to discharge them from debts incurred before this publication in the absence of the creditor's agreement . Furthermore, the commitment of the transferee to pay the debts of an SNC in place of the transferor must be considered unenforceable against third-party creditors , particularly the bank that did not accept a change of debtor . However, the fact that the claim results from a loan prior to a transfer of ownership interests does not compel the creditor to pursue recourse against the former partner, as the co-partners of an SNC are indefinitely and jointly liable for the company's debts, without the need to distinguish based on the date of their entry into the company .

Since the transfer of ownership interests is enforceable against third parties only after the formalities of enforceability against the company have been completed and after the amended articles of association have been published in the Trade and Companies Register , the absence of mention in the RCS of the transfer of a partner's shares in a general partnership irrefutably presumes their continued membership in the company with respect to creditors . Furthermore, the amounts due under a loan taken out by a SNC before a partner transfers their shares constitute corporate debts for which payment may be demanded from them, even if the notice of acceleration occurs after the transfer . Moreover, after transferring their shares for a nominal price, a partner who interferes in the operation of the SNC, continues to place orders on its behalf, and uses its equipment for personal purposes, cannot evade payment of the corporate debts .

See by analogy, Cass. com., 3 May 2012, LawLex202100003574JBJ.

Cass. com., 1 October 1996, LawLex202200007519JBJ.

Cass. com., 21 October 2008, LawLex202200007507JBJ.

Cass. com., 17 December 2003, LawLex202200007307JBJ.

CA Rennes, 6 May 2008, LawLex202200009726JBJ; Chambéry, 27 November 2018, LawLex202200009858JBJ, previously cited.

Nancy, 20 June 2012, LawLex202200009808JBJ.

Paris, 4 February 2010, LawLex202200007493JBJ.

Cass. civ., 16 March 1942, LawLex202200009006JBJ; CA Montpellier, 21 January 2014, LawLex202200009742JBJ; CA Montpellier, 21 January 2014, LawLex202200009743JBJ; CA Caen, 25 October 2018, LawLex202200009749JBJ.

CA Grenoble, 6 March 1990, LawLex202200009781JBJ.

Paris, 19 February 2003, LawLex202200009869JBJ.

Cass. com., 29 September 2009, LawLex202200007336JBJ.

Cass. com., 10 February 1970, LawLex202200007513JBJ.

Cass. com., 4 January 1994, LawLex202200007510JBJ.

Cass. com., 16 December 1997, LawLex202200007516JBJ.

Cass. 3e ch. civ., 10 January 1973, LawLex202200007517JBJ.

CA Aix-en-Provence, 31 May 2012, LawLex202200008688JBJ.

CA Paris, 29 October 1999, LawLex202200008328JBJ.

Paris, 9 September 2003, LawLex202200008980JBJ; CA Chambéry, 27 November 2018, LawLex202200009858JBJ.

Paris, 14 January 2016, LawLex202200009752JBJ.

Cass. com., 18 December 1990, LawLex202200010053JBJ.

CA Chambéry, 27 November 2018, LawLex202200009858JBJ.

Company Law (en cours)

363. Seniority of the partner in the company

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363. Seniority of the partner in the company

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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