Analysis of Article 1844-1 and Article 1832 of the Civil Code on Company Liability
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Civil Code, company liability, Article 1844-1, Article 1832, Simplified Joint Stock Company, SAS, Adopt a Code
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Abstract
This document provides an in-depth analysis of the Civil Code's provisions on company liability, specifically Article 1844-1 and Article 1832, in the context of a Simplified Joint Stock Company (SAS) named 'Adopt a Code'. The analysis explores the implications of these articles on the liability of associates in the event of company losses.
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[...] It is deduced from Articles 1832 and 1833 of the Civil Code, which respectively deal with the common enterprise, and the common interest. The jurisprudence defines the societas affectio as, on the one hand, the will to actively collaborate and on an equal footing in the management of social affairs. On the other hand, the jurisprudence defines the societas affectio as the will of union and the acceptance of risks. For the associates, there is an obligation to accept the risks. [...]
[...] Therefore, such a contract organizes the distribution of profits in that it makes the spouses bear a risk that the partners benefiting from the clause will never have to bear. Thus, such a clause will be deemed leonine, and the pact concluded between the future partners and the spouses is likely to be deemed null by the judges in case of dispute. On the promise of buying at the lowest price. The partners of the SAS propose a final solution to the students. This consists of a promise to buy at the lowest price of their shares. [...]
[...] Therefore, Article 1844-1 of the Civil Code prohibits any clause aiming to exempt an associate from their contribution to losses. These clauses, known as 'leonine clauses', do not lead to the nullity of the company. However, the jurisprudence considers them as non-written, so that at the liquidation of the company, they will be inapplicable to the other associates. As a result, the associate who benefited from the leonine clause or 'lion's share' will have to bear the losses up to their contribution. [...]
[...] The students question the viability of such a project. In what way does the students' project seem difficult to achieve within a company? Article 1832 of the Civil Code provides : « The company is established by two or more persons who agree by a contract to affect to a common enterprise the goods or their industry in with a view to sharing the profit or benefiting from the economy that may result from it. It may be established, in the cases provided for by law, by the act of will of a single person. [...]
[...] In other words, the company is established in a but profitable. In this case, the SAS 'Adopt a code' has the object 'the coordination and organization of the pooling of its clients' codes and any other activity or operations that can be directly or indirectly related to these activities.' This aims to establish a link between code owners and financially struggling students so that they can benefit for free Considering the purpose of the company, it appears that this is a non-profit organization. [...]
