Dissolution of SCI and SCP due to Lack of Agreement

Extract

[...] No statutory clause allows to remedy the blockage here. This behavior therefore places the societyit is in a contrary situation at the intrêto social, notably in terms of accounting transparency obligations, essential for a societyis. Finally, the n'it has not been demonstrated that the'associthose who wish for dissolution are solely responsible for the misunderstanding. The rereciprocityit is clear that the conflict seems, which does not remove at theanother associated sa qualityit is to act in dissolution. From then on, the SCP prit isfeels a blockage rit isel and persistent. [...]

[...] The extension'a pass istheis obtained from handisin fraudulent or in conditions contrary to at the intisdreamsocial. The contestation formed by the'associis unfoundede. It is not'there is no irreparablegularitis essential, nor a violation of his rights, nor an attack at the intrêt social. Its only absence à la procprocedure is not enough à to procrastinate the extension. [...]

[...] The judge assesses sovereignly the'existence of the just motive. In the present case, a partner empêthat the holding of general assembliesnerales. However, the statutes provide a corrective mechanism: the majority voice of the manager, which allows for decision-making to be unlocked despite the behavior of the'other associate. De surcroîtt, the statutes allow to each associate ofto exercise a right of withdrawal with redemption of shares, which allows to the associateis mit is content to leave the companyté. Or, the jurisprudence admits that'a just reason for dissolution cannot bethree charactersisrisit is when'a statutory solution exists and that the'associis a claimant refuses to'utiliser (Cass. [...]

[...] The recourse to the judge is legitimate in case of default of the gerant. II. The receivabilityis and the well-foundedness of the contestation of the'associationis minority According to the'article 1844-6 of the Civil Code, the prorogation may isthree established judicially to the request for'one or several associates, in the'annis to be followed by the term. This text gives minority shareholders the opportunity to request them toismy regularization, but does not provide a right of veto or specific protectionre for an associate who does not'has not taken part to the request. [...]

[...] more than 95% of the social capital and the majority in number. Their request therefore fully respects the double statutory condition. Furthermore, the request is introduced in February 2025, so in the'annyear following the'expiration of the duration of the society. Finally, although the summons to an assemblye n'has not beentheis made by the manager, there has been judicial seizure. The judge has therefore been able to validly establish the'intention to extend the companytheis and to authorize the consultation. The judicial extension decision is valid: it meets the quorum and majority conditions prprovided for by the statutes and the law. [...]