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

Company Law (en cours)

1) Transformation into an SCS

When a SNC is transformed into a limited partnership, the general partners have the status of partners in a general partnership, while the limited partners are liable for the company's debts only up to the amount of their contribution, which cannot be made in the form of services .

2) Transformation into an SARL

When the general partners decide to transform the SNC …

Choice of form

When a SNC is transformed into a limited partnership, the general partners have the status of partners in a general partnership, while the limited partners are liable for the company's debts only up to the amount of their contribution, which cannot be made in the form of services .

When the general partners decide to transform the SNC into an SARL, all must participate in the constitutive act of the company, either in person or through an agent with a special power , and will only bear the losses of the SARL up to the amount of their contributions . The amount of the company's capital must be set by the statutes and divided into equal shares .

When a SNC is transformed into a public limited company, the share capital must be at least 37,000 euros .

When a SNC is transformed into a partnership limited by shares, the capital is divided into shares. The SCA must consist of general partners, who have the status of merchants and are indefinitely and jointly liable for the company's debts, and limited partners, who have the status of shareholders and bear losses only up to the amount of their contributions. The number of limited partners cannot be less than three .

The decision to transform a general partnership (SNC) into a simplified joint-stock company (SAS) must be made unanimously by the partners .

Pursuant to Article L. 223-7 of the Commercial Code, shares must be fully subscribed by the partners and must be fully paid up when they represent contributions in kind. Shares representing contributions in cash must be paid up to at least one-fifth of their amount. The release of the surplus must occur in one or more installments at the manager's decision, within a period not exceeding five years from the company's registration in the trade and companies register. However, the share capital must be fully paid up before any subscription of new shares to be paid in cash, under penalty of invalidity of the operation.

Company Law (en cours)

410. Choice of form

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Les notions juridiques connexes

410. Choice of form

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Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise