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

Company Law (en cours)

Since the shares of general partners in partnerships limited by shares cannot be represented by marketable securities , their transfer is generally subject, like that of general partners in limited partnerships, in addition to the ordinary law rules on the validity of contracts , to the rule of consent of all partners . However, the statutes may stipulate that a general partner may transfer part o …

Requirement of approval

Since the shares of general partners in partnerships limited by shares cannot be represented by marketable securities , their transfer is generally subject, like that of general partners in limited partnerships, in addition to the ordinary law rules on the validity of contracts , to the rule of consent of all partners . However, the statutes may stipulate that a general partner may transfer part of their shares to a limited partner or to a third party outside the company with the consent of all general partners and the majority in number and capital of the limited partners . The statutes of the partnership limited by shares may also waive approval for the transfer of the deceased general partner's shares to their heirs and assigns. However, such clauses are interpreted strictly, and their application cannot be claimed by a specific legatee of the deceased general partner .

The transfer of ownership interests must necessarily be recorded in writing . This requirement is only intended to ensure the enforceability of the transfer against the company or third parties, without constituting a condition of its validity . To be enforceable against the company, the transfer of ownership interests must take place in the forms provided for in Article 1690 of the Civil Code , which requires either notification to the company or acceptance of the transfer by the company recorded in an authentic instrument. However, notification can be replaced by the deposit of an original of the transfer deed at the registered office against the issuance by the manager of a certificate of this deposit . Pursuant to Article L. 221-14, para. 2, of the Commercial Code , the transfer of ownership interests is enforceable against third parties only after the formalities of enforceability against the company have been completed and after the publication of the amended statutes in the trade and companies register. The publication can be carried out electronically , and must be completed by filing, as an annex to the trade and companies register, two copies of the transfer deed if it has been drawn up in authentic form, or two originals if it is under private signature .

In the event that the general partner is a shareholder, the transfer of shares is, like any marketable security, in principle free. However, the transfer commitments made by general partners of the operational subsidiaries of a target company in favor of the company initiating a public tender offer may be challenged if they are likely to preemptively deter the free play of offers and overbids .

Commercial Code, Art. L. 221-13, para. 1, by reference to Articles L. 226-1, para. 2 and L. 222-2.

Commercial Code, Art. L. 221-14, para. 2, by reference to Articles L. 226-1, para. 2 and L. 222-2.

Commercial Code, Art. R. 221-9, by reference to Articles R. 226-1 and R. 222-1.

Paris, 27 April 1993, LawLex202300006346JBJ.

Commercial Code, Art. L. 222-8, by reference to Art. L. 226-1, para. 2.

Basse-Terre, 29 February 2016, LawLex202300005047JBJ.

Civil Code, Art. 1865, para. 1 and Commercial Code, Art. L. 221-14, para. 1, as referred by Art. L. 226-1, para. 2 and L. 222-2.

See by analogy, CA Dijon, 20 May 2021, LawLex202200011180JBJ, concerning an SNC.

Commercial Code, Art. L. 221-14, para. 1, by reference to Articles L. 226-1, para. 2 and L. 222-2.

Applicable by reference to Art. L. 226-1, para. 2 and L. 222-2.

Company Law (en cours)

534. Requirement of approval

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534. Requirement of approval

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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