LexInter | September 5, 2011 | 0 Comments


COMMERCIAL CODE (Legislative Part)
Chapter VII: Simplified joint-stock companies
Article L227-1
(Law n ° 2001-420 of May 15, 2001 art. 101 Official Journal of May 16, 2001)
A simplified joint stock company can be set up by one or more persons who only bear losses up to the amount of their contribution.
When this company has only one person, this person is called the sole shareholder. The sole shareholder exercises the powers vested in the shareholders when this chapter provides for collective decision-making.
Insofar as they are compatible with the special provisions provided for in this chapter, the rules concerning public limited companies, with the exception of articles L. 225-17 to L. 225-126 and L. 225-243, are applicable. to the simplified joint stock company. For the application of these rules, the powers of the board of directors or of its chairman are exercised by the chairman of the simplified joint stock company or by those of its officers designated by the bylaws for this purpose.
Article L227-2
The simplified joint stock company cannot make a public call for savings.
Article L227-3
The decision to transform into a simplified joint-stock company is taken unanimously by the partners.
Article L227-4
In the event that all the shares of a simplified joint-stock company are combined in one hand, the provisions of article 1844-5 of the civil code relating to judicial dissolution are not applicable.
Article L227-5
The articles of association set the conditions under which the company is managed.
Article L227-6
The company is represented with regard to third parties by a chairman appointed under the conditions provided for by the articles of association. The chairman is vested with the broadest powers to act in all circumstances on behalf of the company within the limits of the corporate purpose.In relations with third parties, the company is committed even by acts of the chairman that do not fall within the corporate purpose, unless it proves that the third party knew that the act went beyond this purpose or that it does not could ignore it given the circumstances, it being excluded that the mere publication of the statutes is sufficient to constitute this proof

Article 118 Financial Security Law

The articles of association may provide for the conditions under which one or more persons other than the chairman, bearing the title of chief executive officer or deputy chief executive officer, may exercise the powers entrusted to the latter by this article.

The statutory provisions limiting the powers of the president are unenforceable against third parties.

Article L227-7
When a legal person is appointed chairman or manager of a simplified joint stock company, the managers of said legal person are subject to the same conditions and obligations and incur the same civil and criminal responsibilities as if they were chairman or manager in their name. own, without prejudice to the joint and several liability of the legal person they manage.
Article L227-8
The rules setting out the liability of the members of the board of directors and of the management board of public limited companies are applicable to the chairman and managers of the simplified joint stock company.
Article L227-9
(Law n ° 2001-420 of May 15, 2001 art. 125 Official Journal of May 16, 2001)
The articles of association determine the decisions that must be taken collectively by the partners in the forms and conditions they provide.
However, the powers devolved to extraordinary and ordinary general meetings of public limited companies, in terms of increase, amortization or reduction of capital, merger, demerger, dissolution, transformation into a company of another form, appointment of auditors, annual accounts and profits are, under the conditions provided for by the articles of association, exercised collectively by the partners.
In companies with only one partner, the management report, the annual accounts and, where applicable, the consolidated accounts are drawn up by the chairman. The sole shareholder approves the accounts, after the auditor’s report, within six months of the end of the financial year. The sole shareholder cannot delegate his powers. Its decisions are listed in a register.
Decisions taken in violation of the provisions of this article may be annulled at the request of any interested party.
Article L227-10
(Law n ° 2001-420 of May 15, 2001 art. 111 4 ° Official Journal of May 16, 2001)
The auditor presents to the partners a report on the agreements entered into directly or through an intermediary between the company and its chairman, one of its directors, one of its shareholders having a fraction of the voting rights greater than 5 % or, in the case of a shareholder company, the controlling company within the meaning of Article L. 233-3.
The partners rule on this report.
Agreements not approved, nevertheless produce their effects, with the charge for the person concerned and possibly for the president and the other leaders to bear the harmful consequences for the company.
By way of derogation from the provisions of the first paragraph, when the company has only one partner, it is only mentioned in the decision register of agreements made directly or by persons interposed between the company and its manager.
Article L227-11
(Law n ° 2001-420 of May 15, 2001 art. 111 13 ° Official Journal of May 16, 2001)
Agreements relating to current operations and concluded under normal conditions are communicated to the statutory auditor. Any associate has the right to obtain communication thereof.
Article L227-12
The prohibitions provided for in Article L. 225-43 apply, under the conditions determined by this article, to the Chairman and to the directors of the company.

Article L227-13
The articles of association of the company may provide for the inalienability of the shares for a period not exceeding ten years.
Article L227-14
The articles of association may subject any transfer of shares to the prior approval of the company.
Article L227-15
Any assignment made in violation of statutory clauses is void.
Article L227-16
 Under the conditions they determine, the articles of association may provide that a partner may be required to sell his shares.
They may also provide for the suspension of the non-pecuniary rights of this partner as long as the latter has not made this transfer.
Article L227-17
The articles of association may provide that the associated company whose control is modified within the meaning of article L. 233-3 must, as soon as this modification, inform the simplified joint-stock company. The latter may decide, under the conditions set by the articles of association, to suspend the exercise of the non-pecuniary rights of this partner and to exclude him.
The provisions of the preceding paragraph may apply, under the same conditions, to a partner who has acquired this quality following a merger, demerger or dissolution transaction.
Article L227-18
 If the articles of association do not specify the terms of the sale price of the shares when the company implements a clause introduced in application of articles L. 227-14, L. 227-16 and L. 227-17, this price is set by agreement between the parties or, failing that, determined under the conditions provided for in Article 1843-4 of the Civil Code.
When the shares are bought back by the company, the latter is required to sell them within six months or to cancel them.
Article L227-19
The statutory clauses referred to in Articles L. 227-13, L. 227-14, L. 227-16 and L. 227-17 can only be adopted or modified by unanimity of the shareholders.
Article L227-20
Articles L. 227-13 to L. 227-19 are not applicable to companies comprising only one partner.

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