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

Company Law (en cours)

Article L. 222-7 of the Commercial Code grants limited partners the right, twice a year, to obtain communication of the company's books and documents and to ask written questions about the company's management, which must also be answered in writing. Any limited partner may personally, at the registered office, examine the company's books and accounts, contracts, invoices, correspondence, minutes, …

Specificities

Article L. 222-7 of the Commercial Code grants limited partners the right, twice a year, to obtain communication of the company's books and documents and to ask written questions about the company's management, which must also be answered in writing. Any limited partner may personally, at the registered office, examine the company's books and accounts, contracts, invoices, correspondence, minutes, and more generally any document prepared by or received by the company. The right to examine includes the right to make copies. In exercising these rights, the partner may be assisted by an expert chosen from one of the lists established by the courts and tribunals . In the absence of a response from the manager to their questions, the limited partner may petition the summary proceedings judge for an order to disclose documents to establish, if necessary, evidence of mismanagement and acts contrary to the interests of the company and the partners, notwithstanding the existence of a statutory arbitration clause, if the arbitral tribunal has not yet been constituted .

Regarding its obligations, Article L. 222-1, para. 2, of the Commercial Code provides that the limited partner is only liable for the company's debts up to the amount of their contribution . However, Article L. 222-6 provides an exception to this principle when the limited partner has not confined themselves to their role as a financial backer but has interfered in the external management of the company. In such a case, the text holds them jointly liable, along with the general partners, for the debts and commitments resulting from their management acts. Article R. 222-2 specifies that the advice and recommendations, as well as the control and oversight acts of the limited partner, do not constitute external management acts within the meaning of Article L. 222-6. Interference in management is characterized when all business matters "pass through their hands," are studied and verified, and, for the most part, directly handled by them . Conversely, the mere fact that a limited partner represents the company within a professional union or various institutions does not in itself constitute interference in external management . The same applies to the adoption by limited partners of resolutions authorized by the articles of association and relating to the company's administration, in agreement with the manager . Finally, the limited partner's interference in the company's management may also engage their liability towards the company itself, under the conditions of ordinary law .

Commercial Code, Art. R. 222-3 and R. 221-8.

Paris, 25 February 2014, LawLex202300009090JBJ.

See in this sense, Cass. req., 28 March 1892, LawLex202300014060JBJ. - Similarly, Paris, 17 November 1902, LawLex202300014072JBJ, holding that an employee of the SCS cannot, in the absence of a personal commitment from the limited partner towards him, take action for payment of his salary against the latter. - Cf. Cass. civ., 9 May 1865, LawLex202300014075JBJ, emphasizing that a stipulation of the partnership agreement cannot allow the contribution of the limited partner to be exempted to a certain extent from any contribution to debts under the personal guarantee of the general partners, and to place him in competition with creditors in exercising their right of recourse on the personal assets of the latter, who are indefinitely liable for the debts.

Cass. req., 30 December 1907, LawLex202300014074JBJ.

CA Amiens, 15 December 2016, LawLex202200010255JBJ.

Cass. civ., 28 May 1921, LawLex202300014073JBJ.

Cass. req., 25 October 1898, LawLex202300014069JBJ.

Company Law (en cours)

427. Specificities

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427. Specificities

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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