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

Company Law (en cours)

The regular transformation of an SNC does not result in the creation of a new legal entity . The transformed SNC retains its legal personality, so that acts subsequent to its transformation into a civil company, decided by an extraordinary general meeting, must be considered as performed by the same entity . A guarantee act endorsed by an SNC remains valid, notwithstanding its transformation into  …

Absence of creation of a new legal personality

The regular transformation of an SNC does not result in the creation of a new legal entity . The transformed SNC retains its legal personality, so that acts subsequent to its transformation into a civil company, decided by an extraordinary general meeting, must be considered as performed by the same entity . A guarantee act endorsed by an SNC remains valid, notwithstanding its transformation into an SARL, as long as it does not make the maintenance of the company in its initial form, nor the potential recourse of the guarantor against the general partners, the determining condition of the commitment .

Furthermore, since the general partners are indefinitely and jointly liable for the company's debts , a partner of an SNC transformed into an SA remains indefinitely and jointly liable, after the transformation, for the company's debts incurred prior to it, subject only to a futile formal notice to the company . Consequently, the company's creditors can request the opening of a recovery procedure against one of the general partners as long as they justify a certain, liquid, and due claim against the SNC, prior to the said transformation . Moreover, an SNC, beneficiary of a movable and real estate leasing contract, which does not inform the lessor of its transformation into an SARL, contrary to its contractual commitments, cannot oppose its change of corporate form, notwithstanding its regular publication, to contest the proceedings against the partners .

The right to initiate legal action of a SNC that has been transformed is transferred to the new company. Indeed, the transformation of the SNC into a company of another form, whether regular or not, cannot deprive it of its right to initiate legal action. Thus, a SARL, resulting from the transformation of a SNC, can act for the payment of a balance of commissions and a termination indemnity of the commercial agency contract it had concluded before its transformation, as long as this did not result in the creation of a new legal entity .

The transformation of an SNC into a company of another form, which requires an amendment to the articles of association, must be publicized  and becomes enforceable against third parties only from the time it is recorded in the RCS .

Commercial Code, Art. L. 210-6, para. 1 and Civil Code, Art. 1844-3.

Cass. 3e civ., 29 November 2006, LawLex202200008352JBJ.

Cass. 1re civ., 18 June 1991, LawLex202200007760JBJ.

CA Paris, 2 July 1998, LawLex202200007486JBJ.

CA Paris, 17 November 1995, LawLex202200007892JBJ.

Cass. com., 1 October 1996, LawLex202200007519JBJ.

Cass. com., 30 October 2000, LawLex202200007756JBJ.

CA Paris, 17 November 1995, previously cited.

Company Law (en cours)

412. Absence of creation of a new legal personality

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

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

412. Absence of creation of a new legal personality

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

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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