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

Company Law (en cours)

The rights and obligations of the partners in a joint venture are freely determined, subject to the mandatory rules referred to in Article 1871 of the Civil Code.
The silent partner first has the right to participate in the corporate life by being informed, monitoring the corporate management, and taking part in collective decisions. The right to information allows partners, at the time of liquida …

Rights inherent to the status of associate

The rights and obligations of the partners in a joint venture are freely determined, subject to the mandatory rules referred to in Article 1871 of the Civil Code.

The silent partner first has the right to participate in the corporate life by being informed, monitoring the corporate management, and taking part in collective decisions. The right to information allows partners, at the time of liquidation of rights, to request and obtain communication of the balance sheets .

The associate is also entitled to participate in the company's profits, according to the terms provided by the articles of association, within the limits of the prohibition of leonine clauses. In the absence of a specific stipulation, the distribution is proportional to the amount of their contributions . The participation in profits by certain associates is sometimes a source of difficulties and may involve, when it is denied by one of them, the exercise of a criminal action based on breach of trust, particularly in the case of a joint purchase of a winning lottery ticket .

Moreover, even if the joint venture does not have its own assets, the partner can still transfer the shares they hold . Since, under Article 1871-1, the relationships between partners are governed, as appropriate, either by the provisions applicable to civil companies, if the company has a civil nature, or, if it has a commercial nature, by those applicable to general partnerships, the approval of the transferee requires the unanimity of the partners, “unless a different arrangement has been provided.” In case of dispute, a partner exercising their right of withdrawal under the conditions provided by the statutes may request the summary judge, pursuant to Article 1843-4 of the Civil Code, to appoint an expert to determine the value of their shares .

Cass. com., 30 May 2018, LawLex202400000017JBJ.

Cass. com., 18 November 1997, LawLex202300014919JBJ, noting that the partners of a "stallion syndicate" distributed a certain number of coverings in proportion to their shares, as well as the proceeds from the surplus coverings sold to the public.

Cass. crim., 20 May 1985, LawLex202300014908JBJ; 13 June 1983, LawLex202400000006JBJ.

Cass. com., 15 May 2012, LawLex202300014917JBJ. - Also see Cass. 3e civ., 21 January 2021, LawLex202300014918JBJ, regarding an unregistered real estate civil company that became a partnership company.

Cass. 1re civ., 2 June 1987, LawLex202300009874JBJ.

Company Law (en cours)

628. Rights inherent to the status of associate

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Les notions juridiques connexes

628. Rights inherent to the status of associate

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