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

Company Law (en cours)

Like the de facto company, which borrows its legal framework, the joint venture is an unregistered group and, therefore, does not have legal personality. However, unlike the de facto company, the joint venture originates from the deliberate intention of the parties to associate. The lack of registration is often explained by the partners' choice to give it a covert nature —it notably serves as the …

A covert and temporary company

MARTINE, Issues of classification regarding joint ventures, RTD com. 1959, 41; PERCEROU, The joint venture, New techniques of concentration, Litec, 1971; GUYENOT, The regime of joint ventures after the reform of companies by the law of 4 January 1978, Gaz. Pal. 1978, 2, doctr., 386 and 1979, 2, doctr., 620; CHARTIER, Remarks on the joint venture, RTD com. 1979, 637; GUYENOT, The new relationships resulting from Article 1873 of the Civil Code between joint ventures, de facto companies, and de jure companies, D. 1979, chron., 155; WALET, The regime of assets in joint ventures, Bull. Joly 1979, 18; DEKEUWER-DEFOSSEZ, Indivision in joint ventures, JCP G 1980, I, 2970; JADAUD, De facto companies and joint ventures, Defrénois 1983, Art. 33028; DEKEUWER-DEFOSSEZ, The unification of civil and commercial companies: towards ordinary law? Joint ventures, RTD com. 1984, 569; ABERKANE, The standard, the joint venture, and the indivision agreement, Mélanges Breton et Derrida, Dalloz, 1991, 11; DAIGRE, Joint ventures of regulated liberal professions and the reform of professional civil companies, Bull. Joly 1991, 369; DAIGRE, GAVEAU, GERRY, LE BLANC, The joint venture as a cooperation instrument, Dr. sociétés, Actes prat., 1994, No 16; VALLANSAN and DESMORIEUX, Joint venture and de facto company, Legal and fiscal aspects, Editions Joly, 1996; DAIGRE, The standard in court or protrusions as a criterion of the joint venture, BJS 1998, 99; STORCK, The joint venture contract, in Mélanges Rieg, Bruylant, 2000, 765; DONDERO, Groups lacking legal personality in private law, PUAM, 2006; BALI, The revival of the joint venture by ethical finance, RD bancaire et fin. Jan.-Feb. 2011, 25; AÏT-AHMED, Company and indivision: legal and fiscal aspects, JCP N 2019, No 1258.

Like the de facto company, which borrows its legal framework, the joint venture is an unregistered group and, therefore, does not have legal personality. However, unlike the de facto company, the joint venture originates from the deliberate intention of the parties to associate. The lack of registration is often explained by the partners' choice to give it a covert nature —it notably serves as the legal guise for the silent partnership agreement —or by the temporary nature of its purpose. Indeed, in many cases, the joint venture serves as the vehicle for a specific project, which it is not intended to outlive. It takes the form of a banking pool for financing a real estate program  or a temporary consortium of companies for executing a public contract . It is also found in the field of co-production of shows  or films  and has even been invoked to determine the relationships between joint buyers of lottery tickets ! But the joint venture can also be established for more enduring projects, such as the operation of transport insurance agents' mandates , the joint practice of a liberal profession , import-export operations , or even to organize road transport activity and circumvent labor law .

The regime of the joint venture company, initially defined by the Commercial Code, was enhanced by Law No 78-9 of 4 January 1978, which moved it to the Civil Code, Articles 1871 to 1872-2. It still offers the considerable advantage of great flexibility, as the mandatory rules applicable to these companies are very few . This flexibility is also reflected in its tax regime, as the partners can freely choose between income tax  or corporate tax .

The joint venture company was previously referred to as a "société anonyme" before the Commercial Code, until this term was reserved for certain joint stock companies, and was then classified as an "association en participation" until 1966.

Cass. com., 15 December 1998, LawLex202200002970JBJ; CA Paris, 28 January 2021, LawLex202200009899JBJ.

Cass. soc., 25 October 2005, LawLex202300014921JBJ; 14 May 1992, LawLex202300014920JBJ; 13 June 1991, LawLex202400000012JBJ; 17 April 1991, LawLex202400000011JBJ.- Cf. however, finding the existence of a true joint venture between a driver and a transport company, Cass. soc., 13 January 1994, No LawLex202400000013JBJ.

See notably Cass. com., 24 October 2000, LawLex202300014906JBJ; 27 March 2001, LawLex202300014907JBJ; CA Paris, 6 June 1996, LawLex202400000021JBJ.

See Cass. com., 20 November 2001, LawLex202400000015JBJ. - Cf. Cass. 3e civ., 27 June 2019, LawLex202300010006JBJ, rejecting the classification of a joint venture due to the absence of affectio societatis.

See notably Paris, 11 February 2000, LawLex202300014922JBJ; Cass. soc., 31 October 1991, LawLex202400000010JBJ. - Cf. Cass. com., 29 January 2008, LawLex202300010007JBJ, in the absence of willingness to contribute to losses.

Cass. com., 11 February 1986, LawLex202300014734JBJ.

Cass. 1re civ., 14 January 2003, LawLex202300009875JBJ. - Also see Cass. crim, 13 June 1983, LawLex202400000006JBJ and 20 May 1985, LawLex202300014908JBJ, sanctioning the breach of trust by the associate who does not redistribute the gains from the drawing of lots.

Cass. com., 15 February 1994, LawLex202400000020JBJ.

Cass. com., 12 July 1993, LawLex202400000016JBJ.

Cass. com., 11 October 1988, LawLex202400000014JBJ.

Company Law (en cours)

625. A covert and temporary company(1)

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Les notions juridiques connexes

625. A covert and temporary company(1)

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