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

Company Law (en cours)

Civil real estate development companies (SCCV) have the specific purpose of constructing buildings for sale in whole or in parts. They benefit from a special mandatory public policy provision status set by Articles L. 211-1 to L. 211-4 and R. 211-1 to R. 211-6 of the Construction and Housing Code, which cannot be claimed by a civil real estate company (SCI) whose purpose is not to construct one or …

Civil society for construction and sale

LECOURT, Regarding the civil nature of real estate construction companies for sale, JCP CI 1970, 89507; GIVERDON, Construction companies, Gaz. Pal. 1972, 1, doctr., 333; MEYSSON, Civil construction-sale companies after the law of 4 January 1978, JCP N 1979, I, 209; SIZAIRE, Dissolution of civil construction-sale companies, Administrer Jan. 1982, 8; STEMMER and KURGANSKY, The apprehension of social buildings by partners of companies under "Title I" of the law of 16 July 1971, JCP N 1983, 1, 81; KAIGI, Liability of partners in a civil company established for sale, JCP N 1984, 1, 121; URIOS, The civil purpose of construction-sale SCI and the commercial activity of partners, JCP N 1990, I, 247.

Civil real estate development companies (SCCV) have the specific purpose of constructing buildings for sale in whole or in parts. They benefit from a special mandatory public policy provision status set by Articles L. 211-1 to L. 211-4 and R. 211-1 to R. 211-6 of the Construction and Housing Code, which cannot be claimed by a civil real estate company (SCI) whose purpose is not to construct one or more buildings for sale, even if the statutes do not exclude such operations . SCCVs can notably acquire land for the purpose of erecting constructions or purchase an already built building that they will demolish to proceed with new construction. Like any seller of a building to be constructed, SCCVs are bound by the warranty against apparent and hidden defects or non-conformities of the construction, pursuant to Articles 1642-1 and 1646-1 of the Civil Code.

Pursuant to Article L. 211-1, para. 2, of the Construction and Housing Code, buildings constructed by SCCVs cannot be allocated, in whole or in part, for use or ownership to the partners, under penalty of nullity of the allocation. Furthermore, according to Article L. 211-3, para. 1, of the same code, SCCVs may require partners to provide additional funds to cover capital investment overruns, provided these are necessary for fulfilling the corporate purpose and essential either for executing already concluded contracts for the sale of buildings to be constructed or for completing programs whose realization, already begun, cannot be divided. Partners are required to respond to calls for funds in proportion to their ownership interests. If a partner fails to meet their obligations, they risk the forced sale of their shares, although this is not the only recovery procedure available, and the company retains the option to pursue legal action under ordinary law conditions. Moreover, under Article L. 211-2, a partner in a real estate construction-sale company is liable, on all their assets in proportion to their ownership interests, for liabilities arising from the non-fulfillment of commitments made by the company, regardless of the due date of these commitments . This obligation applies even if they have transferred their shares, as long as the debt arose when they were still a partner .

Cass. 3e civ., 3 December 1997, LawLex202300010789JBJ.

Cass. 3e civ., 6 July 2023, LawLex202300011740JBJ.

Cass. 3e civ., 14 November 1991, LawLex202300009759JBJ; 16 December 2009, LawLex202300009770JBJ.

Company Law (en cours)

677. Civil society for construction and sale(1)

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

677. Civil society for construction and sale(1)

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