SNC, partner liability, social debts, joint and several liability, Commercial Code, Article L221-1, company law, business law
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Abstract
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Abstract
This document outlines the liability of partners in a SNC (Société en Nom Collectif) for social debts, including those incurred before their entry or after their departure.
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[...] This renunciation clause liberatesisre-t-elle also its coassociates? In accordance with Article L. 221-1 of the Commercial Code « The partners in a collective name have all the quality of merchant and rrespondent inddefinitely and solidarily of social debts ». In a SNC, the partners are therefore indefinitely and solidarily responsible for social debts. In other words, cthe associatehe can be pursued by a creditor for the entire debt of the company, regardless of his participation in the capital. Such is the principle. [...]
[...] If one of them is insolvent, their share is distributed, by contribution, among the solvent co-debtors, including the one who made the payment and the one who benefited from a solidarity waiver. » Thus, even if the creditor waives pursuing one associate, this does not exclude a recourse of their co-associates in case of payment. In this case, in the present case, Achille benefits from a contractual clause of waiver of recourse by the bank. This protects himisagainst any direct action by the bank for the social debt. [...]
[...] However, in accordance with Article L221-1 of the Commercial Code and the aforementioned jurisprudence, it is jointly and severally liable for the entire social debt, that is to say, including the remaining debt of ?10,000 to be paid. The bank can therefore initiate legal proceedings against the entering partner to obtain the repayment of this debt. Thus, creditors have several solidary debtors to obtain the repayment of the social debt, ensuring the protection of their rights. C. The partner 'Hélène' As previously mentioned, Hélène cannot benefit from the waiver clause granted to Achille, as it is individual and specific to that partner. She is therefore likely to be pursued by the bank. [...]
[...] Finally, Achille is therefore protected from the bank's lawsuits thanks to the waiver clause, but this protection is only partial: he remains jointly and severally liable to his co-associates. These latter can exercise a recourse action against him in the event of payment of their share. B. The associates "Hermione" and "Priam Society" To recall, Hermione is an outgoing associate, the latter having transferred its shares to Priam Society in November 2024. The publication was made at the RCS on December Priam Society is therefore now an incoming associate. 1. [...]
[...] The Court thus rejects the iddecides that the entering partners would not be liable for previous debts. It specifies that this liability is linked to their quality of associationis at the moment où the debt is executede or constatis, regardless of whether it is prior to their entry. [...]
