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

Company Law (en cours)

The dissolution marks the end of the life of the joint stock company. It follows the general rules applicable to all dissolutions and can thus be caused by disagreement among partners. However, a SA cannot be dissolved due to disagreement among partners on the grounds of a lack of remuneration for contributions, as long as the statutes clearly and precisely state that the corporate purpose consist …

End of the company's life

The dissolution marks the end of the life of the joint stock company. It follows the general rules applicable to all dissolutions and can thus be caused by disagreement among partners. However, a SA cannot be dissolved due to disagreement among partners on the grounds of a lack of remuneration for contributions, as long as the statutes clearly and precisely state that the corporate purpose consists rather in the distribution of any potential profits among partners . Some particularities should be noted.

Regarding the causes of dissolution specific to the joint stock company, Article L. 224-2 of the Commercial Code provides that when the minimum required share capital of 37,000 euros is no longer met, without the company proceeding to regularize, any interested party may request the judicial dissolution of the company. Similarly, Article L. 225-248 states that if, due to losses recorded in the accounting documents, the company's shareholders' equity becomes less than half of the share capital, the board of directors or the executive board, as the case may be, is required, within four months following the approval of the accounts showing this loss, to convene the extraordinary general meeting to decide whether there is a need for early dissolution of the company. The assignee of an asset of the joint stock company, who is unable to exploit this asset due to ongoing litigation maintained by the artificial continuation of the company's activity, does not commit an attempt of blackmail or extortion by threatening, in their capacity as an interested party within the meaning of Article L. 225-248 of the Commercial Code, to request judicial dissolution .

Article R. 225-166 specifies that the decision of the general meeting must be filed with the registry of the Commercial Court of the location of the registered office and registered in the Trade and Companies Register, and must be published in a medium authorized to receive legal announcements.

The effects of the dissolution of a public limited company are the same as those encountered in other corporate forms, namely the temporary maintenance of legal personality, pending the completion of liquidation operations. Furthermore, Article L. 237-15 states that the powers of the board of directors, the executive board, or the managers end as of the date of the court decision made pursuant to Article L. 237-14 or the dissolution of the company if it is later. However, Article L. 237-16 specifies that the dissolution of the company does not terminate the functions of the supervisory board and the statutory auditors. It seems, however, that this article applies only in the case of judicial dissolution. Indeed, in the case of an amicable dissolution, the extraordinary general meeting that pronounced the dissolution of the company retains the freedom to terminate the functions of the supervisory board and the statutory auditor, if any.

Cass. com., 9 December 1980, LawLex202300002747JBJ; Versailles, 22 May 2012, LawLex202300013797JBJ, considering that even if tensions exist within the decision-making bodies of a SA, its dissolution cannot be pronounced on the grounds of disagreement among shareholders, in the absence of paralysis of the normal functioning of the company, as long as the board of directors continues to meet regularly and deliberate validly, as well as the general meetings, and the accounts are approved.

Cass. crim., 8 July 2015, LawLex202300012146JBJ.

Company Law (en cours)

520. End of the company's life

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520. End of the company's life

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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