Corporate Law
LexInter | September 26, 2006 | 0 Comments

JF/droit_des_societes.htm

DEFINITION OF THE COMPANY

The partnership contract

The definition of the company is given by article 1832 of the Civil Code

 The company is set up by two or more persons who agree by contract to assign goods or their industry to a joint venture with a view to sharing the profit or profiting of the resulting savings.
   It may be instituted, in the cases provided for by law, by the act of will of a single person.
   The associates agree to contribute to the losses.

The company is therefore a contract between partners (the statutes ) which must have the affectio societatis .

The purpose of the company and the common interest of the partners

The Article 1883 of  the Civil Code provides that “Every company must have a lawful object and be incorporated in the common interest of the partners” 

The creation of the company entails the constitution of a collective heritage for the realization of the joint venture, which corresponds to the social object.

The company is a legal person which has legal capacity. It has its own patrimony, the corporate patrimony, and its own interest, the corporate interest, which includes the interest of the partners, but which beyond that includes the interest of the various stakeholders (the stakeholders ) and in particular that of the employees. , creditors … but above all the tax administration.

The assets allocated to the joint venture make it possible to bring together the social capital, which reflects the nature of the company as a means of financing the company, through equity. 

The associates

The civil code also defines the fundamental rights and obligations of partners: this is the right to vote which is the right to participate in collective decisions, participation in profits and the possibility of losses.

Civil society

The civil code provides for provisions concerning civil society .

The legal person

The company is a legal person. Legal personality is created by operation of law with registration in the trade and companies register. The company therefore enjoys the attributes of legal personality: name (the company name), domicile (the registered office), patrimony (the company heritage), duration (the duration provided for by the articles of association) and capacity.

The civil code  also provides for the possibility that the partners provide that the company is not registered, which makes it a joint venture. The absence of registration in the trade and company register means that a legal person is not created, the company is a de facto company. It is also possible that the failure to register is involuntary, with the same creation of a de facto company.

MAIN TYPES OF COMPANY

The company can take different forms depending on the arrangements chosen by the partners and the choice they make of the forms provided for by law.

The partners can choose to create a partnership or, on the contrary, to limit their liability. They can create a  partnership or a corporation .

The form of the company also depends on the object of the company, which can be either civil ( real estate company , agricultural professional    or means ) or commercial .

Companies with a commercial purpose can be limited liability companies (multi-member or one-person), joint stock companies, public limited companies  or simplified joint stock companies . They can be simple limited partnerships or partnerships limited by shares .

The company may make a public call for savings, if it is incorporated in a form which does not exclude this public call for savings.

Partners can create a European company

THE EVOLUTION OF CORPORATE LAW

Company law has been profoundly changed by legislative reforms aimed at liberalizing company law. These are the creation of zones of almost total freedom, such as that resulting from the creation of simplified joint stock companies, and moreover a relaxation of the legislative framework of the company regime.

In addition, the difference is accentuated between closed companies and listed companies.

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