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

Company Law (en cours)

The drafting of the articles of association marks the first step in the formal incorporation of the SARL. They must be in written form and signed by all the partners or by an agent with the authority to do so . Article R. 210-5 of the Commercial Code specifies that before the signing of the articles of association of the SARL, the list of acts performed on behalf of the company in formation, with  …

Formalities

The drafting of the articles of association marks the first step in the formal incorporation of the SARL. They must be in written form and signed by all the partners or by an agent with the authority to do so . Article R. 210-5 of the Commercial Code specifies that before the signing of the articles of association of the SARL, the list of acts performed on behalf of the company in formation, with an indication of the commitment each would entail for the company, must be presented to the partners.

In accordance with Article R. 223-1, para. 2, of the Commercial Code, a copy of the articles of association must be provided to each associate. These must specify, in addition to the usual details, the distribution of shares among associates, their release, and the materiality of the deposit of funds constituting contributions in cash. When contributions in kind have been made, Article L. 223-9, para. 1, states that the auditor's report must be annexed to the articles of association. While the articles of association constitute the law of the associates, they retain the ability to derogate from their stipulations provided their consent is unanimous .

Article L. 223-1 provides in its para. 3 that the company is designated by a corporate name, which may include the name of one or more partners, and must be immediately preceded or followed by the terms “société à responsabilité limitée” or the initials “SARL” and the statement of the amount of the corporate capital.

After signing the articles of association, it is necessary to complete the usual publicity formalities, such as filings with the registry and publication in a legal announcements journal .

Cass. com., 29 January 2020, LawLex202000000157JBJ.

Commercial Code, Art. R. 210-1 et seq. and R. 210-6 et seq.

Company Law (en cours)

436. Formalities

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436. Formalities

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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