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

Company Law (en cours)

The SCA is composed of two types of partners who do not enjoy the same prerogatives. The general partners, most often involved in management, hold partnership shares, while the limited partners are akin to shareholders. Such an organization involves the convening of separate meetings, one composed of limited partners and the other of general partners, with shared or exclusive competencies.
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Duality of assemblies

The SCA is composed of two types of partners who do not enjoy the same prerogatives. The general partners, most often involved in management, hold partnership shares, while the limited partners are akin to shareholders. Such an organization involves the convening of separate meetings, one composed of limited partners and the other of general partners, with shared or exclusive competencies.

Decisions relating to the approval of accounts, allocation of profit, capital increases, or the appointment of a statutory auditor fall under shared competence. Other decisions can be made by all types of partners but are subject to a veto right by the general partners: this includes the appointment of a new manager , granting the latter a remuneration other than that provided for in the statutes , or amending the statutes . A de facto veto right also exists when there is only one general partner, for decisions subject to their approval. This applies to the transformation of the SCA into an SA or an SARL .

However, the appointment of members of the supervisory board falls under the exclusive competence of the general meetings of limited partners, which are held under the same conditions as the shareholders' meetings of SA . In the event that a general partner is a shareholder, they are prohibited from participating in the vote .

The articles of association may, however, provide for different distribution rules. Thus, the rule of appointing managers by the ordinary general meeting with the unanimous agreement of the general partners only applies in the absence of a contrary clause in the articles of association . These may therefore provide for the appointment of managers by the general partners alone, which is often the case, or for their approval by a simple majority of the general partners. The veto right of the general partners for remunerations not provided for by the articles of association or statutory amendments is also only supplementary.

Commercial Code, Art. L. 226-11. - For an illustration, See Paris, 8 July 1994, LawLex202200006991JBJ, considering that the shareholders of an SCA cannot, in a general meeting, override the will of the general partner to decide alone on the early dissolution of the company.

See, requiring a decision of an extraordinary general meeting for a decision on sub-subsidiarization, which seriously undermines the corporate purpose of an SCA, Douai, 18 November 2008, LawLex202300004876JBJ. - Cf. CA Angers, holding that the decision not to extend the term of a manager who has reached the age limit can be made in an ordinary general meeting, by a majority of shareholders, 18 June 2013, LawLex202200007007JBJ.

Company Law (en cours)

537. Duality of assemblies

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537. Duality of assemblies

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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