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

Company Law (en cours)

Commercial by virtue of its form , the partnership limited by shares (SCA) is a joint-stock company formed between one or more general partners and limited partners . The general partners, who control the management of the company, are subject, as in a simple limited partnership, to the status of partners in a general partnership, so they have the status of merchants and are indefinitely and joint …

Characteristics

VIANDIER, Financing, capital, and power in the company: a new opportunity for the limited partnership?, JCP E 1984, II, 14371; BERTREL, Towards a revival of the partnership limited by shares, Rev. Banque 1986, 363 and Interests of the partnership limited by shares, BRDA 1990, 22/3 and The limited partnership, a legal engineering technique, Dr. et patr. December 1993, 26; BUCHER, On the proper use of the partnership limited by shares, Rev. sociétés 1994, 415; TURCK, Partnership limited by shares and legal leverage effect, JCP E 1994, I, 377; LUCET and GIRAUD, The marriage of a "pilot" company with a partnership limited by shares, Dr. et patr. May 2001, 20.

Commercial by virtue of its form , the partnership limited by shares (SCA) is a joint-stock company formed between one or more general partners and limited partners . The general partners, who control the management of the company, are subject, as in a simple limited partnership, to the status of partners in a general partnership, so they have the status of merchants and are indefinitely and jointly liable for the company's debts. The limited partners have the status of shareholders and bear losses only up to the amount of their contributions. Highly valued for its flexibility before the liberalization of the public limited company, the SCA has since significantly lost its appeal, to the point that its abolition was once considered during the adoption of the law of 24 July 1966.

The legal framework of the SCA is difficult to read. Regulated by Articles L. 226-1 to L. 226-14 and R. 226-1 to R. 226-3 of the Commercial Code, it primarily borrows, through numerous references, from the rules concerning limited partnerships (SCS) and especially from those governing joint stock companies (SA), except for the rules relating to the board of directors and management . Unlike SCS shares, SCA shares can be admitted to trading on a regulated market . By clearly separating the capital from the management of the company, which can be completely locked and thus impervious to the influence of new shareholders, it constitutes a formidable anti-takeover weapon. The SCA can also be established to practice a liberal profession, allowing professionals to attract financing while preserving their independence .

Commercial Code Art. L. 226-1, para. 2 and R. 226-1.

Commercial Code Art. L. 22-10-74 to L. 22-10-78.

L. 90-1258 of 31 December 1990 relating to the practice in corporate form of liberal professions subject to a legislative or regulatory status or whose title is protected and to financial holding companies of liberal professions.

Company Law (en cours)

521. Characteristics(1)

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Les notions juridiques connexes

521. Characteristics(1)

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