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

Company Law (en cours)

The provisions relating to the general partnership are applicable to the limited partnership. However, Article L. 222-5 of the Commercial Code adds that the meeting of all partners is mandatory if requested either by a general partner or by one-quarter in number and capital of the limited partners.
The meeting of the ordinary general assembly may, as in any company, have the purpose of approving t …

Terms and conditions

The provisions relating to the general partnership are applicable to the limited partnership. However, Article L. 222-5 of the Commercial Code adds that the meeting of all partners is mandatory if requested either by a general partner or by one-quarter in number and capital of the limited partners.

The meeting of the ordinary general assembly may, as in any company, have the purpose of approving the accounts. In this case, nothing excludes the manager of the company from participating, as a partner, in the discussion and approval of the management accounts, provided that the other partners can bring the matter to court in case of fraud or deceit on their part .

Decisions are made under the conditions set by the articles of association . However, Article L. 222-9 requires a unanimous vote to change the nationality of the company. All other amendments to the articles of association can be decided with the consent of all general partners and the majority in number and capital of the limited partners. Clauses stipulating stricter majority conditions are deemed unwritten.

The articles of association may also establish a written consultation.

Finally, certain collective decisions, such as the appointment of a person to the position of manager of an SCS, must be publicized and filed with the registry .

Cass. civ., 27 July 1881, LawLex202200009088JBJ.

Cass. com., 8 March 1983, LawLex202300009023JBJ, considering that decisions regarding the liquidation operations of a limited partnership are made by a majority of the capital partners.

Amiens, 15 December 2016, LawLex202200010255JBJ.

Company Law (en cours)

429. Terms and conditions

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

429. Terms and conditions

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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