Company formation, contributions, cash contribution, contribution in kind, contribution in industry, SARL, limited liability company, commercial code, civil code
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Abstract
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Abstract
This document outlines the conditions and modalities for company formation, including the different types of contributions and their regimes.
Extract
[...] The great difficulty of contributions in kind lies in their evaluation. It is indeed tempting for a contributor to overvalue their asset in order to obtain more social rights and artificially inflate the company's credit. Thus, in order to avoid this pitfall, in SARLs, a procedure for evaluating the contribution by an expert, the commissioner for contributions, is provided. He is appointed by the shareholders or by the judge. In addition, the associate who artificially increases the value of the contribution may be held civilly liable. [...]
[...] One of the partners, Mr. Martin, would like to cease the activity because, in his opinion, the agreement between partners is an essential condition of the company contract. The question that arises is the following: the disappearance of the aaffectio societatis is it in the course of social life that it has an impact on the existence of the company contract? Theaffectio societatis is is supposed to reflect the intention of the group members to collaborate together on social affairs, actively and equally. [...]
[...] The three partners have made different contributions to the company. In addition, one of the three partners, Mr. Martin, has concluded a contract on behalf of and for the account of the company in formation. The fate of the loan contract The question that whether it is to know if the conditions for the resumption of the loan contract concluded during the formation period of the company are met ? In accordance with Article L. 210-6 of the Commercial Code, all acts and commitments on behalf of and on behalf of the company in formation may be taken back under the three cumulative conditions below - The company must be registered; - The act must have been concluded on behalf of the company in formation (for example, Cass civ April 2000, n° 98-10.917); and - The act must have been subscribed in accordance with the regulatory modalities of takeover provided for in Article 6 of the decree of 3 July 1978. [...]
[...] The first is a promise to make the contribution, while the second is the actual payment of the promised amount. Often, subscription and release occur simultaneously. At other times, a delay is provided to allow the contributor time to unlock the funds or even borrow them. In any case, the contributor is always conferred the status of associate at the time of subscription. In the presence of a SARL of the cash contributions must be immediately released, the balance being released on the decision of the manager within 5 years following registration (Article L. [...]
[...] The holder of the shares issued in exchange for the contribution in industry has all the rights attached to the quality of associate, except that his share in the distributions does not correspond to the activity he provides. Such an assessment being too delicate to perform, the law has preferred to retain the following solution: the share of the contributor in industry is equivalent to " to that of the associate [contributor in kind or in cash who contributes the least » (C. civ., art. 1844-1). The contributor in industry must render to the company « of all the gains he has realized by the activity that is the subject of his contribution » (C. civ., art. [...]
