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

Company Law (en cours)

The articles of association of a limited partnership meet the same conditions as those of a general partnership. Pursuant to Article L. 222-4 of the Commercial Code, they must also indicate:

- the amount or value of the contributions of all the partners;

- the share in this amount or value of each general partner or limited partner;

- the overall share of the general partners and the share of each limited partner in the distribution of profits and in the boni from liquidation.

These clarifications are essential to avoid any confusion by third parties between limited partners and general partners, as only the latter are indefinitely liable for the company's debts . The status of general partner or limited partner, which arises solely from the will of the partners expressed in the articles of association and the amending decisions made during the company's life, cannot be affected by a court decision declaring a transfer of shares unenforceable against the company's insolvency proceedings .

As with any other company, it is then necessary to comply with the publicity and registration formalities, under penalty of invalidity of the company.

Paris, 5 December 2001, LawLex202300009029JBJ, considering that the partners of an SCS who do not establish with respect to third parties the knowledge they should have had of their particular situation, since the statutes merely designate them without specifying their status, must be deemed to be general partners, held indefinitely and jointly liable for the company's debts.

CA Amiens, 15 December 2016, LawLex202200010255JBJ.

422. Formalities