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

Company Law (en cours)

Unlike limited partners, whose liability is limited to the amount of their contributions , general partners are held indefinitely and jointly liable for all the company's commitments . This obligation to debts applies regardless of any personal commitment or guarantee given to creditors . It applies even to the debts of the limited partnership (SCS) incurred before the general partner joined the c …

Social debts

Unlike limited partners, whose liability is limited to the amount of their contributions , general partners are held indefinitely and jointly liable for all the company's commitments . This obligation to debts applies regardless of any personal commitment or guarantee given to creditors . It applies even to the debts of the limited partnership (SCS) incurred before the general partner joined the company  and persists even after the transformation of the SCS into another corporate form, and consequently, after the loss of the status of general partner, for debts prior to the change in corporate form .

If a partner transfers their shares and leaves the company, they must ensure the completion of the publicity formalities required by Article L. 221-14 of the Commercial Code, failing which the transfer would be unenforceable against third parties, who could continue to demand their guarantee. The general partner who has complied with these requirements remains liable for the company's debt, up to the amount of the debit balance of the current account existing at the date of publication of the transfer of their ownership interests, subject to subsequent waivers . Furthermore, when the company's statutes do not specify the status of the partners, all are deemed general partners with respect to third parties, and consequently are indefinitely and jointly liable for the company's debts towards them .

A creditor may request any of the general partners to settle the total amount of the company's debt, provided that the company has been previously served with a formal notice to pay . It is only if the formal notice proves unsuccessful that the creditor regains the ability to turn to any of the partners or, if preferred, to all or several of them .

On the other hand, the obligation of the general partners in a limited partnership to cover the company's debts does not entail a right of claim against the company's debtors, See Cass. com., 20 June 2000, LawLex202300009021JBJ.

Cass. civ., 8 April 1903, LawLex202200008995JBJ.

CA Aix-en-Provence, 31 May 2012, LawLex202200008688JBJ.

Aix-en-Provence, 31 May 2012, LawLex202200008688JBJ; CA Rennes, 21 October 2008, LawLex202200009485JBJ.

Cass. com., 4 February 1997, LawLex202200007512JBJ.

Paris, 5 December 2001, LawLex202300009029JBJ.

See, for an application, CA Aix-en-Provence, 31 May 2012, LawLex202200008688JBJ.

Company Law (en cours)

428. Social debts

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

428. Social debts

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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