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

Company Law (en cours)

The partners of civil companies enjoy political rights, which include a right to information and the right to vote.
The right to information is expressed, as in most commercial companies, in two ways: one, permanent, and the other, more occasional, generally at the close of the fiscal year.
Regarding the permanent right to information, Article 1855 of the Civil Code provides that partners have the …

Participation in corporate life

The partners of civil companies enjoy political rights, which include a right to information and the right to vote.

The right to information is expressed, as in most commercial companies, in two ways: one, permanent, and the other, more occasional, generally at the close of the fiscal year.

Regarding the permanent right to information, Article 1855 of the Civil Code provides that partners have the right to obtain, at least once a year, communication of the books and corporate documents, and to submit written questions about the management, which must be answered in writing within a month. Article 48 of the decree of 4 January 1978, enacted for the application of Article 1855 of the Civil Code, specifies that a non-managing partner has the right to personally inspect and copy all corporate books and documents, contracts, invoices, correspondence, minutes, and more generally, any document prepared by or received by the company at the registered office. These rights are directly linked to the status of partner, so a third party cannot claim them . Co-owners of shares in joint ownership, who have the status of partners, retain the right to obtain communication of corporate documents, notwithstanding their representation by an agent . If the manager who opposes partners' access to corporate documents incurs liability , it is still necessary for the partners to have made the preliminary effort to go to the registered office to try to obtain them .

The annual right to information, provided for in Article 1856, requires managers to report on their management to the partners at least once a year. This reporting must include a comprehensive written report on the company's activity during the past year or fiscal period, indicating the profits made or anticipated and the losses incurred or expected. However, the annulment of the resolutions of a general meeting due to the failure of the manager to provide a written account of their management is not justified when the partner invoking it does not demonstrate the link between the alleged lack of information and the content of the decisions they criticize as being prejudicial to them .

The right to information is primarily intended to enable the exercise of the right to vote, an essential prerogative of the partner, with full knowledge of the facts. Like the right to information, the right to vote is closely linked to the status of partner: only partners have the right to participate in the collective decisions of a civil company. The statutory provisions of an agricultural land group (GFA) that stipulate the company will continue with the heirs of a deceased partner grant them the status of partners, which includes the individual right to participate in collective decisions, even in the absence of an amicable division of shares from the succession, so they can vote if represented by a proxy designated for this purpose . However, the heirs of a deceased partner who have not obtained approval under the conditions provided by the statutes cannot, in principle, take part in general meetings and the election of the manager . An exception is provided in joint farming groups (GAEC): pursuant to Article R. 323-41 of the Rural and Maritime Fishing Code, “[t]he heirs of a deceased partner who are not automatically admitted to the group participate, until the decision concerning this admission, in the deliberations of the general meeting through one of them who represents them there or, if necessary, through their legal representative, with the votes their predecessor had, due to their status as a partner and, if applicable, the capital shares they held” . In the event of the division of social shares, only the bare owner generally has the right to vote, unless otherwise provided. The statutes may thus provide that the right to vote will be exercised by the usufructuary, without granting them the status of partner, but the bare owner, as a partner, must always be able to participate in collective decisions, with at least a consultative voice .

Pau, 4 March 2024, LawLex202400002127JBJ, considering that an ad hoc representative is not intended to replace a partner to exercise, in their place, the rights that the latter holds either under the right of prior communication or under the right of permanent communication, pursuant to the legal and statutory provisions concerning civil companies.

Cass. 3e civ., 27 June 2019, LawLex202300003613JBJ.

Paris, 19 September 2007, LawLex202300010279JBJ, holding that the manager of a real estate civil company (SCI) who does not respect the partners' right to consult corporate documents incurs civil liability and may be ordered under penalty to comply based on Article 145 of the Code of Civil Procedure, which allows any interested party to secure evidence in anticipation of a trial.

CA Paris, 9 October 2018, LawLex202300010278JBJ.

Cass. com., 19 April 2005, LawLex202300009802JBJ.

Cass. com., 30 August 2023, LawLex202300011604JBJ.

Cass. 3e civ., 8 July 2015, LawLex202200005110JBJ.

See, for an application, Cass. com., 14 December 2004, LawLex202300010443JBJ.

Cass. com., 4 January 1994, LawLex202200011309JBJ; 22 February 2005, LawLex202200009365JBJ; CA Bordeaux, 11 February 2020, LawLex202200011453JBJ.

Company Law (en cours)

659. Participation in corporate life

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Les décisions de justice citées dans ce paragraphe :

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659. Participation in corporate life

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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