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

Company Law (en cours)

Like the statutes of other commercial companies, those of the SCA must obligatorily mention the form, the duration of the company—which cannot exceed ninety-nine years—the corporate name, the registered office, the corporate purpose, and the amount of the share capital .
The texts specific to the SCA also make mandatory the mentions relating to the appointment of the first manager(s) , the age lim …

Mandatory, optional, or prohibited mentions

Like the statutes of other commercial companies, those of the SCA must obligatorily mention the form, the duration of the company—which cannot exceed ninety-nine years—the corporate name, the registered office, the corporate purpose, and the amount of the share capital .

The texts specific to the SCA also make mandatory the mentions relating to the appointment of the first manager(s) , the age limit for exercising the functions of manager , the conditions for the removal of the manager, whether or not they are an associate , the appointment of the first members of the supervisory board , and the age limit for exercising the functions of its members . Similarly, the statutes of the SCA must contain the indications mentioned in Article L. 222-4 of the Commercial Code , namely the amount or value of the contributions of all the partners, the share in this amount or value of each general 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 liquidation surplus.

Finally, the articles of association must also contain the information required for any joint stock company by Article R. 224-2 of the Commercial Code , that is, for each category of shares issued, the number of shares and the nature of the special rights attached to them and, as the case may be, the portion of share capital they represent or the nominal value of the shares that compose them; the form, either exclusively registered or registered or bearer, of the shares; in case of restriction on the free negotiation or transfer of shares, the specific conditions to which the approval of transferees is subject; the identity of contributors in kind, the valuation of the contribution made by each of them, and the number of shares issued in exchange for the contribution; the identity of beneficiaries of special advantages and the nature thereof; the provisions relating to the composition, operation, and powers of the company's bodies; the provisions relating to the allocation of profit, the constitution of reserves, and the distribution of the liquidation surplus; the identity of all natural or legal persons who have signed or on whose behalf the articles of association or the draft articles of association have been signed.

Among the optional mentions, those relating to managers are listed first. The articles of association may provide for the conditions of appointment of one or more managers during the existence of the company  as well as their compensation . Secondly, the articles of association may stipulate clauses relating to the appointment, compensation, and term of office of the members of the supervisory board . Finally, the conditions for amending the articles of association may be stipulated . Any other mention may be freely inserted, provided it remains in compliance with legislative provisions.

Conversely, a clause that limits the right of a partner in the SCA to seek the judicial removal of a manager for legitimate cause is deemed unwritten . Similarly, since every partner has the right to participate in collective decisions , any resolution adopted by the partners based on a statutory clause that establishes, for certain partners, a removal of voting rights not provided by law is void. This is notably the case for a clause that extends to the descendants of the managing general partner the prohibition imposed on the latter from participating in the vote on a regulated agreement that concerns them .

Cass. com., 9 February 1999, LawLex202200005109JBJ.

Commercial Code, Art. L. 226-3, para. 1: in the absence of an express provision, the limit is set at sixty-five years.

Commercial Code, Art. L. 225-16, as referred by Article L. 226-2.

Applicable to SCA by reference to Art. L. 226-1, para. 2.

Company Law (en cours)

529. Mandatory, optional, or prohibited mentions

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529. Mandatory, optional, or prohibited mentions

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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