Company Law Revision Notes

Extract

[...] liquidation) to the manager in case of confusion of assets. Why cite? To be cited for lifting the social veil in case of abuse. Important points to note Corporate Autonomy: The legal entity is solely responsible for its debts on its assets. The judge can disregard the corporate personality in case of fraud or confusion of assets. Possible Plan Types I. Technical Effects (Identity, Assets, Capacity); II. Framework (Responsibilities, Piercing the Veil). - Corporate Personality in Brief (Rapid Revision) Corporate personality is born at registration and confers a distinct estate, capacity, and organs of representation. [...]

[...] Possible plan types I. Definition and constituent elements; II. Contentious applications (concubines, de facto companies). - Affectio societatis in one paragraph (rapid revision) Affectio societatis translates the common will to collaborate on an equal footing to share profits and losses. It is deduced from concrete behaviors: participation, information, contribution, loyalty, and actual exercise of rights. Its absence or disappearance can found nullity, dissolution due to paralyzing disagreement, or exclusion when a text provides for it. Points of attention: loan-name, hidden subordination, pacts conferring an asymmetric control incompatible with a true association. [...]

[...] To be cited for the individualization of the group. - 1st civil March 2016, n° 15-14.072 - Contribution : A legal entity cannot claim an infringement of privacy. Why cite? To be cited for the limits of the rights of the legal entity. - Crim Jan n° 17-81.595 - Contribution : Cumulative responsibility of the company and the manager. Why cite? To be cited for the two-level responsibility. - Com Mar n° 24-10.254 - Contribution : Possible extension of a procedure (e.g. [...]

[...] Why cite? To be cited to distinguish between statutory qualification and effective activity, and to rule out nullity based on the real object. - Com nov n° 14-18.179 - Contribution: Nullity does not target the real illicit object (only the statutory object); the company acts as a screen, but the manager can engage their liability in case of separable fault. Why cite? To be cited for the indirect sanction (liability of the manager) and the confirmation of the primacy of the statutory object. [...]

[...] Important points to retain If the company is registered and the takeover is regular, the founders are released retroactively. In the absence of takeover or registration, the signatories remain liable (attention to personal guarantees). Possible plan types I. Takeover mechanisms; II. Residual effects and responsibilities. - Takeover of acts in one paragraph (rapid revision) Acts performed on behalf of a company in formation only definitively bind it in the event of regular takeover. Three paths coexist: annex/mention to the statutes, prior special mandate, or post-takeover decision with, if applicable, retroactive effect. [...]