Court of Cassation Ruling on Contributions in Industry and Associate Status

Extract

[...] With 14 December 2004 number 01-11.353 The caseThe case rendered by the Commercial Chamber of the Court of Cassation illustrates the limits of contributions in industry in a civil agricultural exploitation company, based on the statutory provisions. In fact, two associates of a company civil of'exploitation agricultural have engaged experts in order to evaluate the value of their shares in order to withdraw. Apriss the submission of the expertise reports, they assign the company and the thirdisme associatedit is by requesting the entry in the balance sheet of a claim for the work they have provided since their entry into the company. [...]

[...] In 2007, the husband invokes article 1832-2 of the Civil Code by notifying the company, of which his wife is the manager, of his intention to claim the quality of 'associis in the title of the contribution of common assets made by her. Faced with her refusal, he sues his wife in order to have her quality of 'associateis and to obtain the communication of certain social documents. The Court of Appeal (Aix en Provence 14 September 2023 rendered apriscassation Court of Cassation Com 21 September 2022) grants her request. [...]

[...] They are deaboutIt is by the appeals court (CA Bourges 7 March 2001) that retains that they cannot claim such contributions, the company's statutes not mentioning industry contributions in their favor. She precise It is also that the applicants cannot ask for additional remuneration in exchange for the work provided since their entry into the company in qualityIt is of salaried in addition to the profits received their quality ofassociatediss. The two partners then appealed to the cassation, arguing on the one hand that despite the absence of a statutory mention concerning the contributions in industry, the unanimous agreement of the partners was sufficient for them to claim such contributions and on the other hand that they were not claiming additional remuneration as employees but recognition of their contribution in industry constituted by the work provided since their entry into the company. [...]

[...] The Court of Cassation, in this decision rendered on 12 March 2025, answers in the negative. It first recalls in general terms the risrule of law laid down by Article 1832-2 of the Civil Code, according to which the spouse of the spouse who has joint ownership of property who used joint assets to make a contribution to a company has the right to be recognizedbetween the qualitit is ofassociit and may renounce this right to manageisby express or tacit renunciation in adopting a behaviour that is, without ambiguity, incompatible with the maintenance of his right. [...]

[...] Once again the Court of Cassation responds negatively and reiterates the solution of the judges of the fact. It affirms that it is impossible to cumulate the profits received in the capacity ofassociit is with a remuneration to which the associates would have been entitled if they had been salarieds. Court of Cassation Com 12 March 2025 23-22.372 L'arrwas rendered on 12 March 2025 by the Commercial Chamber of the Court of Cassation concerns the quality of 'associis and the conditions of its waiver of the title of the contribution made by its spouse through common assets. [...]