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

Company Law (en cours)

One of the dominant features of the joint venture is its lack of formality. Indeed, under Article 1871 of the Civil Code, the joint venture is not subject to registration and therefore does not constitute a legal personality . It is also not subject to publicity. Finally, it can be proven by any means. Consequently, no written document is required, although prudence suggests drafting articles of a …

Absence of formalities

One of the dominant features of the joint venture is its lack of formality. Indeed, under Article 1871 of the Civil Code, the joint venture is not subject to registration and therefore does not constitute a legal personality . It is also not subject to publicity. Finally, it can be proven by any means. Consequently, no written document is required, although prudence suggests drafting articles of association, if only to define the rights and obligations of the partners, to which they alone will be bound.

This flexibility comes with a significant drawback: the absence of legal personality is indeed a serious handicap for the company, which does not have the capacity to initiate legal action . Similarly, a partnership, not being a legal entity, cannot be a creditor of an obligation , submit bids for tenders , be recognized as an employer , or even enter into a share transfer agreement, unless it has been regularized and ratified by the partners who have each unreservedly received their share of the agreed transfer price .

Furthermore, the company must be declared to the tax administration in order to choose between income tax for co-participants or corporate tax.

Similarly, Cass. 1re civ., 6 January 2021, LawLex202400000008JBJ, emphasizing that an agricultural cooperative company that was not registered before 1 November 2002 loses its legal personality and becomes a joint venture.

Cass. com., 11 January 2005, LawLex202300011622JBJ; CA Versailles, 24 January 2002, LawLex202400000024JBJ; Cass. 2e civ., 26 March 1997, LawLex202400000023JBJ, emphasizing that this substantive irregularity cannot be rectified.

Cass. com., 20 May 2008, LawLex202300010010JBJ.

CA Versailles, 22 September 2010, LawLex202400000009JBJ.

Cass. com., 10 September 2013, LawLex202300014905JBJ.

Cass. com., 8 February 2017, LawLex202300010008JBJ.

Company Law (en cours)

627. Absence of formalities

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

627. Absence of formalities

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise