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

Company Law (en cours)

The law does not set a minimum share capital for civil companies. By exception, it cannot be less than 760,000 euros in real estate investment companies, forestry savings companies, and forestry investment groups when making a public offer other than one reserved for a limited circle of investors or qualified investors, pursuant to Article L. 214-88 of the Monetary and Financial Code and, by refer …

Fixed or variable capital

The law does not set a minimum share capital for civil companies. By exception, it cannot be less than 760,000 euros in real estate investment companies, forestry savings companies, and forestry investment groups when making a public offer other than one reserved for a limited circle of investors or qualified investors, pursuant to Article L. 214-88 of the Monetary and Financial Code and, by reference, Article L. 331-4-1 of the Forestry Code.

The share capital can only be constituted by contributions in cash or in kind. However, even if contributions in the form of services do not contribute to the formation of the capital, a civil company can be constituted exclusively among partners holding shares in the form of services, as long as nothing prevents its capital from being zero. Similarly, the dissolution of a professional civil company is not required when there is only one partner holding the capital, as long as a partner holding shares in the form of services also remains present .

Furthermore, Article 1845-1, para. 2, of the Civil Code, which refers to Articles L. 231-1 et seq. of the Commercial Code, provides that the regime of companies with variable capital is applicable to civil companies. Consequently, a civil company can be constituted with variable capital, "subject to increase through successive contributions by partners or the admission of new partners and decrease through the total or partial withdrawal of contributions." The clause for capital variability must be included in the articles of association, either ab initio or inserted during the company's existence by a unanimous decision of the partners. It has the advantage of exempting the company from having to convene an extraordinary general meeting to modify the capital during the admission and withdrawal of partners.

Cass. 1re civ., 30 March 2004, LawLex202200003579JBJ.

Company Law (en cours)

657. Fixed or variable capital

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657. Fixed or variable capital

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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