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

Company Law (en cours)

In practice, the existence of a de facto company is most often invoked by the partners either after the dissolution of the marital bond or when one of them wishes to withdraw from the joint undertaking, in order to obtain the division of assets. In this regard, Article 1872-2, para. 2, of the Civil Code, applicable to the de facto company by reference from Article 1873, specifies that a partner ca …

Dissolution of the company

In practice, the existence of a de facto company is most often invoked by the partners either after the dissolution of the marital bond or when one of them wishes to withdraw from the joint undertaking, in order to obtain the division of assets. In this regard, Article 1872-2, para. 2, of the Civil Code, applicable to the de facto company by reference from Article 1873, specifies that a partner cannot request the division of undivided property as long as the company is not dissolved .

Article 1872-2, para. 1, provides that when a de facto company is of indefinite duration, its dissolution may result at any time from a notification sent by one of them to all the partners, provided that this notification is made in good faith and not at an inopportune time . The dissolution of a de facto company does not violate these requirements if it originates from the legitimate loss of trust in a partner who issued a falsified check for which he could not provide any convincing explanation . Similarly, the notification by one of the partners of the dissolution of the de facto company for the operation of a pharmacy is not made in bad faith or at an inopportune time solely because its author does not demonstrate that all prospective buyers were systematically excluded by his partner . Finally, dissolution is necessary when there is a profound disagreement between the partners that leads to the disappearance of the affectio societatis and paralyzes the functioning of the company .

CA Aix-en-Provence, 30 September 2008, LawLex202300010267JBJ, recalling the principle.

Cass. com., 18 June 1991, LawLex202300014403JBJ.

Cass. com., 10 April 2019, LawLex202300009304JBJ.

CA Versailles, 21 September 2021, LawLex202300010059JBJ.

Company Law (en cours)

623. Dissolution of the company

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623. Dissolution of the company

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise