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

Company Law (en cours)

Pursuant to Article 1845, para. 2, of the Civil Code, "all companies have a civil nature unless the law attributes a different nature to them due to their form, nature, or purpose." Civil companies are defined in opposition to commercial companies by form, whose list is set out in Article L. 210-1, para. 2, of the Commercial Code, or by purpose, which consists of engaging in the commercial activit …

Civil nature of the activity

Pursuant to Article 1845, para. 2, of the Civil Code, "all companies have a civil nature unless the law attributes a different nature to them due to their form, nature, or purpose." Civil companies are defined in opposition to commercial companies by form, whose list is set out in Article L. 210-1, para. 2, of the Commercial Code, or by purpose, which consists of engaging in the commercial activities listed in Articles L. 110-1 and L. 110-2 of the same code.

However, unlike commercial acts, civil activities are not determined by law, except for agricultural activities, which are defined in Article L. 311-1 of the Rural and Maritime Fishing Code. Under this text, all activities related to the management and exploitation of a biological cycle of a plant or animal nature, constituting one or more necessary stages of its process, as well as activities carried out by a farmer that extend the act of production or are based on the farm, are deemed agricultural . Agricultural activities also include marine cultivation and the exploitation of salt marshes, the preparation and training of horses, as well as the production and, where applicable, the marketing of biogas, electricity, and heat through methanization, when this production comes from at least 50% of materials from agricultural operations.

In addition to agriculture, civil activities encompass real estate, the practice of liberal or intellectual professions, such as teaching or consulting, as well as mutual or cooperative activities. Real estate activity, in particular, assumes a civil character in two scenarios, depending on whether it involves (i) the purchase of land for resale after construction, or (ii) the rental of buildings. Conversely, in the absence of building construction, the purchase of land for resale as is constitutes a commercial activity, as does the activity of intermediaries for the purchase, subscription, or sale of buildings, business assets, shares, or interests in real estate companies, as well as real estate work performed by a company.

Finally, it should be emphasized that the civil nature of a company is assessed based on its actual activity and not its declared corporate purpose .

Cass. com., 11 April 1995, LawLex202300009560JBJ, considering that an egg production activity constitutes a civil activity, even in the case where the breeder purchases a significant weekly quantity of feed, as long as these purchases are not made for resale.

Cass. com., 23 January 1990, LawLex202300009401JBJ, holding that the exercise by a group of the legal advisory profession constitutes a civil activity, even if the remuneration of its members is established according to contingent fees.

Cass. com., 3 June 1986, LawLex202300009400JBJ, considering that the practice of a liberal profession of teaching driving is of a civil nature, even if, due to the size reached by the undertaking, it generates profits, in the absence of the habitual performance of commercial acts.

Cass. 3e civ., 5 March 1971, LawLex202200002558JBJ, considering that the activity of consultations and visits for the purpose of providing advice and directives for the purchase and use of computers, which does not involve managing others' affairs, supplying materials, or temporarily providing labor under the clients' orders, has a civil nature.

Cass. com., 5 May 2009, LawLex202300009750JBJ; Cass. 3e civ., 26 January 1982, LawLex202300009752JBJ, holding that the transfer of a commercial lease cannot occur in favor of a credit union, a civil company with a cooperative and mutualist form, whose operations do not fall under banking commerce due to the absence of a profit motive.

Cass. 3e civ., 5 July 2000, LawLex202200007500JBJ, considering that the acquisition of plots of land for the purpose of constructing residential buildings and dividing them into separate lots or developing a subdivision, as well as the sale of these premises, generally constitute civil activities; Cass. 1re civ., 22 April 1997, LawLex202300009753JBJ.

Cons. d'Et., 22 January 2020, LawLex202300009393JBJ, holding that the rental of unfurnished premises by a real estate civil company (SCI) constitutes a civil activity.

Cass. 3e civ., 5 July 2000, LawLex202200007500JBJ, previously cited.

Cass. 3e civ., 5 July 2000, LawLex202200007500JBJ.

Company Law (en cours)

651. Civil nature of the activity

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

651. Civil nature of the activity

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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