Company Law, Joint Stock Company, SA, Limited Liability Company, SARL, Partnership, SEP, French Law, Commercial Code, Civil Code, Business Formation
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Abstract
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Abstract
Practical case studies on Joint Stock Company, Limited Liability Company, and Partnership under French Company Law.
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[...] Article L. 235-1, paragraph 1er the Commercial Code provides that the leonine clause is not a cause of nullity of the company. In this case, Marie wants to include a leonine clause in the statutes. Indeed, she wants Bluff to renounce any participation in the company's profits. However, participation in profits is one of the conditions of validity of any company. It is then natural to think that this clause could lead to the annulment of the company. However, articles 1844-1 paragraph 2 of the Civil Code and L. [...]
[...] Thus, the SARL cannot be annulled. However, due to the illicit real object, the company, Bluff and Lay, may see their criminal liability engaged. The judge may then possibly pronounce the dissolution of the company. B. The fate of the acts passed by Bluff In this case, Bluff received a mandate from the other partners, on behalf of a company in formation, to sign a lease contract for offices on rue de la Sinne in Mulhouse and to buy three specific computers at the FNAC. [...]
[...] The problem is as follows: can a SARL be annulled for real illicit object? In accordance with Article 11 of the Directive of 14 June 2017 and the judgment Marleasing delivered on 13 November 1990 by the Court of Justice of the European Communities, a SARL can only be annulled if all partners are struck with an incapacity or if the statutory object of the company is illicit. In this case, the SARL has a licit statutory object. Indeed, nothing prevents organizing marriages. [...]
[...] Concerning the Limited Liability Company CUPIDON : Can it be annulled? Why? Maria questions the actions taken by Bluff within the framework of the mandate that was given to her. What is the situation? 3. Concerning the company AU ROYAUME DES MARIEES : What are the remedies of the creditors of the partnership company? The notification sent by Alice to Pierre can it lead to the dissolution of the partnership company? Resolution In this practical case, it will be successively necessary to focus on the joint-stock company then on the limited liability company and finally on the partnership company (III.). [...]
[...] On September the SARL CUPIDON is registered in the trade and companies register of Mulhouse. Maria, who was initially so enthusiastic about launching this new adventure with her two friends, quickly becomes disillusioned. The business is not taking off and, in reality, Bluff and Lay are using SARL CUPIDON to organize clandestine gambling events and resell counterfeit Loup-bout-thym shoes. On the other hand, in January 2024, Pierre and his girlfriend, Alice, decide to create a partnership company "AU ROYAUME DES MARIEES" for an indefinite period, whose activity is the operation of a wedding dress boutique. [...]
