Extract
[...] L'one of the partners, Charles, has decided to transfer his shares to a third party, Maxime. Aprisafter obtaining the unanimous approval of the other two partners, the transfer took place in September 2024, at a time when the current account showed a negative balance of 70,000 In January 2025, this balance reached 100,000 The SOGEN bank then claims payment of this debt from Charles, due to his solvency, although he has transferred his shares. Thus, he becamewill act aswill answer to the problemThe following question is: To what extent can Charles, as a former associate of SNC, be held to pay the outstanding debtor balance of the current account afterisis the transfer of his shares ? [...]
[...] in January 2025, Charles was no longer associated. He could therefore not be held liable for this debt, which wasnow known as Maxime. Therefore, since the current account balance was negative by ?70,000 on the day of Charles' departure from the company, he remains liable for the repayment of this debt. Thus, the debts, born after his departure, fall under the responsibility of Maxime. III. L'opposability Finally, Article L.221-14 of the Commercial Code provides that 'the transfer of shares must be recorded in writing, it is made opposable to the company, in the forms provided for in Article 1690 of the Civil Code, it is only opposable to third parties after completion of its formalities and after publication of the modified statutes in the trade register'. [...]
[...] In conclusion, the modisthe one that Charles and Lucas want to establish is in principle possible, especially thanks to the jurisprudential evolution that has admitted that a legal entity, such as an EURL, can bethree associatesis tied to a SNC. However, it is worth noting the incompatibility between the unlimited and joint liability of the associates in a SNC, orthe these are responsible for the social debts of the companyhere indefined and solidarity, and the limited liability of the partners of an EURL, who are only responsible up to the amount of their contribution. This difference in regimes of responsibility could raise difficulties in the management of their company. [...]
[...] In this case, before requesting payment of the debt from Charles, the bank must serve a writ of summons to the company, if the writ of summons has been properly served, the bank may request payment from the associate. In the caseIn this case, Charles has left the company by transferring his shares to Maxime. This means that he has therefore remained associis of the company until the day on whichù Maxime has obtained the approval of the other associatess. The transfer having taken place on September a date at which the current account balance was negative to the tune of 70,000 This implies that Charles remains liable for this debt. [...]
[...] The transfer of shares is therefore valid. II. Payment of social debts In law, article L 221-1 of the Commercial Code states that "partners in a partnership have all the quality of merchant and are indefinitely and jointly liable for social debts"." In addition, by a ruling of October the Court of Cassation states that when individuals had the quality of associate, they were required to cover the social debt that had arisen before the transfer of shares. Thus, this ruling comes to confirm article L. [...]
