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

Company Law (en cours)

Article L. 222-2 of the Commercial Code provides that the provisions relating to general partnerships are applicable to limited partnerships, with a few exceptions. Only these specificities will be presented.

1) Capacity and number of partners

A closed company, the limited partnership generally has few partners. While there is no legal minimum or maximum, it must nevertheless include at least on …

Terms.

Article L. 222-2 of the Commercial Code provides that the provisions relating to general partnerships are applicable to limited partnerships, with a few exceptions. Only these specificities will be presented.

A closed company, the limited partnership generally has few partners. While there is no legal minimum or maximum, it must nevertheless include at least one limited partner and one general partner. The general partners have the status of partners in a general partnership. They are therefore deemed to be merchants, even if they do not engage in commercial activity, and are indefinitely and jointly liable for the company's debts . Conversely, the limited partners do not have the status of merchants and are only liable for the company's debts up to the amount of their contribution . Therefore, nothing prevents a partner under guardianship from being a limited partner in a limited partnership .

The partners of a limited partnership must, like all others, make contributions that constitute the share capital. The contributions of general partners can be made in cash, in kind, or in the form of services. However, Article L. 222-1, para. 2, of the Commercial Code expressly prohibits contributions in the form of services from limited partners. Such a prohibition is understandable insofar as limited partners are only liable up to the amount of their contribution. This contribution, which constitutes the creditors' security, must be materially seizable by them, which would be difficult to conceive if contributions in the form of services were allowed. Any agreement by which one of the contracting parties commits to providing capital for the operation of a business or industry in exchange for a share in the profits to be realized does not necessarily constitute the formation of a limited partnership: it may indeed be a simple loan transaction, in the absence of an intention to contribute to losses . Furthermore, if the company's articles of association allow contributions to be made in the form of claims, limited partners must commit to guaranteeing those that are not recovered, as they cannot be discharged from the obligation to fully and actually make a contribution, forming the security for third parties . In fact, a limited partner who does not fulfill the promised contributions may be pursued on all their assets, without distinction .

The legislator does not impose any minimum share capital. Furthermore, the law does not require that the sole general partner and manager of the SCS be the majority holder of the capital .

Pursuant to Article L. 222-3 of the Commercial Code, a limited partnership must be designated by a company name that may incorporate the name of one or more partners and must be immediately preceded or followed by the terms “limited partnership.” Similarly, in accordance with Article R. 123-238, acts and documents issued by the company and intended for third parties, including letters, invoices, announcements, and various publications, must indicate the company name, immediately and legibly preceded or followed by the terms “limited partnership” or the initials “SCS.” The chosen name must not cause confusion with that of another company. Jurisprudence has thus considered that the company “Saunier Duval Eau Chaude,” beneficiary of the partial asset contribution made by the limited partnership “Saunier Duval,” could not use the contributing company's name in isolation, because by not restricting this use to the “hot water-heating” business branch specifically contributed to it, it created a risk of confusion with the activity conducted by the SCS “Saunier Duval Electricité,” beneficiary of the “electricity” business branch contribution .

Commercial Code, Art. L. 221-1, by reference to Art. L. 222-1.

Cass. req., 28 March 1892, LawLex202300014060JBJ.

Cass. req., 8 January 1872, LawLex202300014061JBJ.

Cass. civ., 7 November 1899, LawLex202300014066JBJ.

Cass. civ., 4 January 1887, LawLex202300014067JBJ.

CA Amiens, 15 December 2016, LawLex202200010255JBJ.

Cass. com., 21 October 1997, LawLex202300009086JBJ.

Company Law (en cours)

421. Terms.

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Les notions juridiques connexes

421. Terms.

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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