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

Company Law (en cours)

The "de facto company," initially a purely jurisprudential construct, addresses situations where individuals intend to act as partners without formalizing their collaboration or registering a company. While such informal functioning offers the advantage of freedom for partners during the company's life, it also poses difficulties when one wishes to leave the group and claim their share of the profits. It is also important to protect third parties who have dealt with the company and should not be left without recourse due to the absence of legal personality resulting from the lack of registration. Initially recognized by case law, the de facto company received legislative recognition with the law of 4 January 1978, which subjected it to the rules applicable to joint ventures . Identifying a de facto company requires that all elements of the company referred to in Article 1832 of the Civil Code are present: contributions, an intention to share profits and losses, an affectio societatis. The proof of these conditions varies, as we will see, depending on whether the existence of the company is claimed by a partner or a third party. Once its existence is established, the company can be sued through its partners or liquidated among them. In fact, in the vast majority of cases, the notion of a de facto company has been used to resolve the situation of separated cohabitants, making the objective of organizing an entrepreneurial activity appear relatively distant.

Principle

DEKEUWER-DEFOSSEZ, Illusions and dangers of de facto companies, D. 1982, Chron. 83; JADAUD, De facto companies and joint ventures, Defrénois, 1983; de GAUDEMARIS, Theory of appearance and companies, Rev. soc. 1991, 465; MAUBRU, De facto companies between spouses, in Mélanges Derruppé, Litec, 1991, 275; BERMOND de VAULX, The empire of facts and the emergence of the notion of company, D. 1996, chron. 185; LUCAS, The so-called de facto company, in Mélanges Guyon, Dalloz 2003, 737; VACRATE, The de facto company, Essay on theorization, LGDJ, 2003; KESSLER, De facto company: lessons from comparative law, D. 2005, 86.

615. Principle