Company Law, Civil Code, Social Capital, Liability, Company Contract, Moral Personality, Contributions, Company Assets, Profit Sharing
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Abstract
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Abstract
Understand the foundational conditions, company contract, and attributes of moral personality in company law.
Extract
[...] Commissioner for Contributions : - Mandatory in SA, SAS and certain SARL - He is responsible for establishing a report attesting to the value of the contributed assets. - However, partners may exclude the commissioner in SARL if the total value of the in-kind contributions does not exceed ?30,000 and 50% of the social capital. Transfer of property and enjoyment of assets Contribution in full ownership : the company becomes the owner of the asset. - The associate must guarantee the company a peaceful enjoyment of the contributed asset. [...]
[...] From the Commercial Code ( [...]
[...] * 3 months for the augmentations of capital. Inopposability to third parties in good faith : nullity cannot prejudice the rights of third parties acting in good faith. Section Abuse of the right to vote §1: Abuse of majority Abuse of majority occurs when the majority impose decisions contrary to the social interest. Judicial Conditions A decision adopted in AG. But pursued by the majority: contrary to the social interest and aimed at favoring their personal interests at the expense of minorities. [...]
[...] Advertisement in the BODACC : This last formal procedure confirms the company as a legal subject, allowing it to perform legal acts independently. - The completion of the publicity formalities completes the design phase and transfers the company from the contractual domain to a fully-fledged legal subject, which can perform legal acts. The Sanction of the Validity Conditions of the Company During the creation of the company, failure to meet certain requirements may result in sanctions, but the nullity of the company is a rare and narrowly framed measure. Section The Sanctions Encountered by the Company 1. [...]
[...] 2nd January 1954, 'Comité d'établissement de Saint-Chamond'). III. The relativity of the moral personality The moral personality confers patrimonial autonomy on companies, but with some nuances: - The creditors of the company can only claim their due from the company itself, except for civil companies and limited liability companies (LLC) where the partners are responsible for social debts. - The personal creditors of the partners cannot seize the assets of the company. - The company can claim its debts from its debtors, but not the partners on its behalf. [...]
