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

Company Law (en cours)

As usual, the transformation of a limited partnership into a company of another form does not result in the creation of a new legal entity. The decision to transform, constituting an amendment to the statutes, can only be made with the consent of all general partners and the majority in number and capital of the limited partners, any clauses stipulating stricter majority conditions being deemed un …

Change of corporate form

As usual, the transformation of a limited partnership into a company of another form does not result in the creation of a new legal entity. The decision to transform, constituting an amendment to the statutes, can only be made with the consent of all general partners and the majority in number and capital of the limited partners, any clauses stipulating stricter majority conditions being deemed unwritten .

Depending on the contemplated corporate form, specific rules must be observed. Indeed, the transformation of an SCS into an SA or SAS requires, in accordance with Article L. 224-3 of the Commercial Code, the presence of a transformation auditor responsible for assessing the value of the assets comprising the corporate assets and any special benefits, unless there is unanimous agreement of the partners, by court decision at the request of the corporate officers or one of them.

Furthermore, the transformation into an SNC or a civil company requires the unanimous consent of the partners, as it results in an increase in the commitments of the limited partners, who will be jointly and severally liable for the company's debts.

Regarding the effects of the transformation of the SCS, case law emphasizes that the loss of the status of general partner after the transformation of an SCS into an SAS has no impact on the obligation incumbent upon them to be indefinitely and jointly liable for debts incurred prior to the change in corporate form . Similarly, the failure of an SCS to fulfill its obligation to maintain leased premises obliges its general partners to be jointly and indefinitely liable, notwithstanding its subsequent transformation into an SARL . Finally, for tax purposes, the regular transformation of an SCS into a civil company cannot be equated with a contribution of assets subject to registration duties .

Commercial Code, Art. L. 221-9, paras. 2 and 3.

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

CA Rennes, 21 October 2008, LawLex202200009485JBJ.

Cass. com., 7 March 1984, LawLex202200009376JBJ.

Company Law (en cours)

432. Change of corporate form

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

432. Change of corporate form

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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