Company Restructuring and Registration

Extract

[...] Does not apply to indirect damages, at the judge's discretion. - Liability of Directors towards Third Parties In principle ? The director does not engage his civil liability towards third parties because he is only an intermediary between the company and the third party. Exceptions ? Commits a fault detachable from his functions (must commit an intentional fault of particular gravity incompatible with the normal exercise of his functions) The director's faults are insurable EXCEPT IF: - penal faults - intentional faults - The penal responsibility of the director The director may be held liable for penal faults he has committed in the course of his duties. [...]

[...] - The political rights of the associate The associate's information: ? Every associate has the right to be informed about the management of the company's affairs + If this information is not provided, he can file a petition with the president of the court in summary proceedings to request the appointment of a judicial administrator who will be responsible for taking possession of certain information at the company's headquarters and communicating it to the associate. 2 types of information: - permanent information concerns books, social documents (accounts, management documents) - occasional information intervenes upstream of the occurrence of an event. [...]

[...] Voting agreements are valid if they are not contrary to the social interest. HOWEVER, an agreement that would oblige shareholders to systematically vote for the distribution of dividends would be contrary to the social interest because the agreement would prevent the company from constituting reserves. - The financial rights of the shareholder ? the right to share the profits made by the company + what will remain at the end of the company's liquidation once all the company's debts have been paid) Rights are subject to the rule of proportionality ? [...]

[...] if a shareholder a shareholder is the origin of the disagreement it is implied that he himself is at fault first, the request may be inadmissible due to lack of legitimate interest. The capital conditions: ? The disagreement must have a paralyzing effect on the functioning of the company. paralysis is equivalent to the impossibility of holding a General Assembly. Cass, 3rd civ ? parties may request the judge, the nomination of a provisional administrator who will be in charge of temporarily replacing the current manager and running the company. [...]

[...] Court of Cassation ? When a family name is given to a company as a corporate name, this name becomes a distinctive sign of the company, it is detached from the individual who bears it and becomes an intangible property object for the company. Court of Cassation ? The departure of the associate who gave it its name does not prevent the company from continuing to use the name. II- Registered Office = main establishment of the company, where the governing bodies are usually located ? [...]