Company law, third party protection, social object, manager liability, corporate governance, business law, commercial law, French Civil Code, article 1832 CC, article 1835 CC
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Abstract
This document discusses the protection of third parties in company law, particularly when a manager exceeds the social object or acts contrary to the social interest.
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[...] profits; or negative ? losses) - There should be affectio societatis - There should be the volonté de s'associate ?Mixed conception of the S is both the contract (contractual conception of and the legal entity created by this contract (institutional conception of S). ?The constitution formalities are heavier: the associates will have to draft and sign articles of association, or open a bank account and establish a KS, register the articles of association with the sservices des impôts, notice of BODAC, registration RSC, siren number - AprisThe reform of the EURL has been added to this article that Society can be - one-person. [...]
[...] - The CCASS decides that if the founder leaves the S can keep the name or lose it if in the act of transfer (Cassation of 12 June 2007). Ducasse: reprend au consentement given to the founder but there are limits set by the Court of Cassation (transition) II. The limits to the use of the founder's surname by the founders of the company C. The renomination of the patronymic name and the exercise of a similar activity. - Ducasse Judgment: given 'ipso facto' (in fact). [...]
[...] - Sregistered office = in the premises owned or rented by S. However, the law has allowed for domicile the S at the domicile of its legal representative for a maximum of 5 years. (Article L123-11-1 Ccommerce), and authorizes S to andexercised in premises occupied by other E for a determined duration. Hypotheses are possible if S concludes a domiciliation contract. - Possible for the S of change of registered office during the social life, = requires statutory modification, decided in Extraordinary AG with the unanimous agreement of the partners. [...]
[...] - The majority of decisions retain a strict conception of the takeover mechanism. The Court of Cassation consistently refuses to admit a tacit takeover of the commitments subscribed resulting from the execution by the company of the disputed act (Cass 13 December 2011: implicit takeover of a credit lease contract). 3° Consconsequences of the takeover - In the event of a takeover, the company is held, the persons acting on its behalf are discharged from the debt (Cass. com May 1991) and the company is deemed to have concluded the engagement disare of their origin. [...]
[...] The dividend is a fraction of the profit made by the Company during the previous financial year, which is distributed among the shareholders. The articles of association may also impose the payment of dividends art1232-12 Commercial Code. The modalities of participation in the profits : - The moment at which shareholders may claim profits ? At theexpiration of the partnership contract = less frequent ? Customary rule? annual distribution of profits = the most frequent. ? The conditions of distribution of profits: The sharing of profits implies the existence of distributable profits and of a decision to distribute in AG. [...]
