Standard Commands for Programmable Instruments
LexInter | October 23, 2017 | 0 Comments

Standard Commands for Programmable Instruments

MONETARY AND FINANCIAL CODE
(Legislative Part)

Sub-section 1: General scheme

Article L214-50

The sole object of the civil real estate investment companies is the acquisition and management of rental real estate assets. For the purposes of this management, they may carry out improvement work and, on an ancillary basis, expansion and reconstruction work; they can acquire equipment or installations necessary for the use of the buildings. They may, moreover, sell items of real estate assets as long as they have not purchased them with a view to reselling them and such transfers are not of a usual nature.

Article L214-51

(Law n ° 2003-706 of August 1, 2003 art. 40 V Official Journal of August 2, 2003)

   Real estate investment companies may make a public call for savings, provided that the shares held by the founding members represent a total value at least equal to the minimum share capital as set out in article L. 214 -53 and that they provide evidence of a bank guarantee, approved by the Autorité des marchés financiers and intended to meet the reimbursement provided for in article L. 214-54.
The shares thus held by the founders are inalienable for three years from the issuance of the visa from the Financial Markets Authority.

Article L214-52

   The draft constitution of a company authorized to make a public call for savings is drawn up and signed by one or more founders.
The initial capital must be fully subscribed.

Article L214-53

(Ordinance n ° 2000-916 of September 19, 2000 art. 5 IV Official Journal of September 22, 2002 in force on January 1, 2002)

   The minimum share capital cannot be less than 750,000 euros. The units are registered and have a minimum nominal amount of 150 euros.

Article L214-54

   Up to at least 15%, the maximum capital of real estate investment companies, as fixed by their articles of association, must be subscribed by the public within one year after the opening date of the subscription. .
If this obligation is not met, the company is dissolved and the partners are reimbursed for the amount of their subscription.

Article L214-55

(Law n ° 2003-706 of August 1, 2003 art. 52 Official Journal of August 2, 2003)

   The liability of the partners can only be called into question if the civil society has been previously and unsuccessfully prosecuted. The liability of each partner with regard to third parties is incurred according to his share in the capital and within the limit of twice the amount of this share. The articles of association of the civil company may provide that the liability of each partner is limited to the amount of his share in the capital of the company.
The company must take out an insurance contract guaranteeing its civil liability for the buildings it owns.

Article L214-56

   If there is personal bankruptcy, liquidation or judicial reorganization affecting one of the partners of a civil company making a public offering, the offer to sell the shares of the partner is registered. on the company register mentioned in article L. 214-59.

Article L214-57

   In the event of contributions in kind or in the event of stipulation of special advantages for the benefit of persons, whether or not they are associated, a contribution auditor is appointed by court decision, at the request of the founders or one of them, or the management company. This statutory auditor assesses, under his responsibility, the value of contributions in kind and special benefits. Its report, annexed to the draft statute, is made available to subscribers under conditions determined by decree.
The constitutive general meeting or, in the event of a capital increase, the extraordinary general meeting rules on the valuation of contributions in kind and the granting of specific advantages. It can only reduce them with the unanimity of all the subscribers. In the absence of express approval from the contributors and beneficiaries of particular advantages, mentioned in the minutes, the company is not constituted or the capital increase carried out.
Any civil company incorporated without a public offering, which subsequently intends to make an appeal, must have its assets and liabilities verified before this appeal, as well as, where applicable, the advantages granted in accordance with the preceding paragraphs.
No contribution to industry can be represented by shares.

Article L214-58

   The provisions of the second paragraph of article 1865 of the civil code relating to the publication of transfers of shares are not applicable to civil real estate investment companies.

MONETARY AND FINANCIAL CODE
(Legislative Part)

Sub-section 2: Subscription of units

Article L214-59

(Law n ° 2001-602 of July 9, 2001 art. 9 V 6 ° Official Journal of July 11, 2001)
(Law n ° 2003-706 of August 1, 2003 art. 46 V Official Journal of August 2, 2003)

   I. Purchase and sale orders are, on pain of nullity, entered in a register kept at the registered office of the company. The execution price results from the comparison of supply and demand: it is established and published by the management company at the end of each order registration period.
Any transaction gives rise to an entry in the register of partners which is deemed to constitute the written act of transfer provided for by article 1865 of the civil code. The resulting transfer of ownership is opposable, from that moment on, to the company and to third parties. The management company guarantees the successful completion of these transactions.
A general regulation of the Autorité des Marchés Financiers sets out the terms and conditions for the implementation of this I, and in particular the conditions for information on the secondary market for units and for determining the period for recording orders.
II. When the management company notes that the sale orders registered for more than twelve months in the register mentioned in I represent at least 10% of the shares issued by the company, it shall immediately inform the Autorité des marchés financiers. The same procedure is applicable in the event that withdrawal requests not met within twelve months represent at least 10% of the units.
Within two months of receiving this information, the management company convenes an extraordinary general meeting and proposes the partial or total transfer of the assets and any other appropriate measure. Such transfers are deemed to comply with article L. 214-50.

Article L214-60

(Law n ° 2003-706 of August 1, 2003 art. 40 V Official Journal of August 2, 2003)

   The subscription price for units is determined on the basis of the reconstitution value defined in article L. 214-78.
Any difference between the subscription price and the reconstitution value of the units greater than 10% must be justified by the management company and notified to the Financial Markets Authority under conditions set by order of the Minister responsible for the economy.

Article L214-62

(Law nº 2001-602 of July 9, 2001 art. 9 V 7º Official Journal of July 11, 2001)
(Law n ° 2003-706 of August 1, 2003 art. 40 V Official Journal of August 2, 2003)

   The management company proposes to the general meeting, after hearing the report of the statutory auditors, either the reduction in the price of the unit provided that this is not reduced by more than 30%, or the partial or total sale. heritage. Such transfers are deemed to meet the conditions defined by article L. 214-50.
The reports of the management company, the auditors as well as the draft resolutions of the general meeting are sent to the Autorité des marchés financiers one month before the date of the general meeting.

Article L214-63

   Any subscription of units is recorded by a bulletin drawn up under conditions determined by decree.
Units subscribed for in cash are paid up, upon subscription, of at least a quarter of their nominal value and, where applicable, of the entire issue premium. The surplus must be released on one or more occasions within five years of the subscription.
New shares cannot be created with a view to increasing the share capital as long as the initial capital has not been fully paid up and as long as the offers to sell shares appearing in the register have not been satisfied. provided for in Article L. 214-59 for a price lower than or equal to that requested from new subscribers.
The reduction of capital not motivated by losses is not opposable to creditors whose claim is prior to this reduction. In the event of non-payment, these creditors may demand the repayment to the company of the sums reimbursed to the partners.

Article L214-64

   A capital increase may be carried out if at least three quarters of the value of the subscriptions collected during the previous increase were invested or allocated to investments in progress, in accordance with the corporate purpose as it stands. defined in article L. 214-50.
Companies governed by the provisions of Article L. 231-1 of the Commercial Code may create new shares if at least three quarters of the net inflows over the last twelve months are invested or allocated to investments in progress, in accordance with the corporate purpose as defined in article L. 214-50.

Article L214-65

   Except in the event of inheritance, liquidation of community of property between spouses, or transfer either to a spouse, or to an ascendant or a descendant, the transfer of shares to a third party, for any reason whatsoever, may be submitted. the approval of the company by a clause of the articles of association.
If an approval clause is stipulated, the request for approval indicating the name, first names and address of the transferee, the number of units whose transfer is envisaged and the price offered, is notified to the company. The approval results either from a notification or from a failure to respond within two months from the request.
If the company does not approve the proposed transferee, the management company is required, within one month of notification of the refusal, to have the units acquired either by a partner or by a third party, or with the consent of the transferor by the company with a view to reducing the capital. In the absence of agreement between the parties, the price of the shares is determined under the conditions provided for in Article 1843-4 of the Civil Code. Any clause contrary to article 1843-4 is deemed unwritten.
If, at the end of the period provided for in the previous paragraph, the purchase is not made, the approval is considered given. However, this period may be extended by court decision at the request of the company.
If the company has given its consent to a planned pledge of shares under the conditions provided above, this consent will entail approval in the event of forced realization of the pledged shares according to the provisions of the first paragraph of Article 2078 of the Civil Code, to unless the company prefers, after the sale, to buy back the shares without delay, with a view to reducing its capital.

MONETARY AND FINANCIAL CODE
(Legislative Part)

Sub-section 3: Management

Article L214-66

   The management of real estate investment companies is carried out by a management company designated in the articles of association or by the general meeting with the majority of votes held by the partners present or represented. The management company, whatever the terms of its appointment, may be dismissed by the general meeting with the same majority. Any contrary clause is deemed unwritten. If the revocation is decided without just cause, it may give rise to damages.
In addition, the management company can be dismissed by the courts for legitimate reasons, at the request of any partner.

Article L214-67

(Ordinance n ° 2000-916 of September 19, 2000 art. 5 IV Official Journal of September 22, 2000 in force on January 1, 2002)
(Law n ° 2003-706 of August 1, 2003 art. 40 V Official Journal of August 2, 2003)
(Ordinance n ° 2005-1278 of October 13, 2005 art. 3 Official Journal of October 14, 2005 in force on June 1, 2007)

   The management company is constituted in the form of a public limited company whose minimum capital may not be less than two hundred and twenty-five thousand euros or of a general partnership on condition that, in this case, one of the less partners or a public limited company justifying the aforementioned minimum share capital.
The management company must be approved by the Autorité des marchés financiers.
The Autorité des marchés financiers may, by reasoned decision, withdraw the authorization of a management company.
Management companies managing real estate investment companies may not create real estate collective investment undertakings before having brought their articles of association, their organization and their resources into harmony with section 5 and being approved by the Autorité des marchés financiers. financial under the conditions provided for by the general regulations of the Autorité des marchés financiers.
When one of the civil real estate investment companies managed by a management company has transformed into a collective real estate investment body, the management of which will be ensured by this company as long as it meets the conditions provided for in Article L. 214-119, other real estate investment companies may continue to be managed by this company.

   NOTE: Ordinance 2005-1278 of October 13, 2005 art. 7: This ordinance comes into force on the first day of the month following that of the publication in the Official Journal of the French Republic of the decree of the Minister responsible for the economy approving the provisions of the general regulations of the Financial Markets Authority. relating to real estate collective investment undertakings. The approval order of May 15, 2007 was published in the Official Journal of May 16, 2007.

Article L214-68

   The management company must present sufficient guarantees with regard to its organization, its technical and financial resources, the integrity and the experience of its managers. It must take all appropriate measures to ensure the security of the operations it carries out. It must act in the exclusive interest of the subscribers.
It represents the managed company with regard to third parties and can take legal action to defend or assert the rights or interests of unitholders.

Article L214-69

   The management company must have sufficient financial resources to enable it to effectively carry out its activity and meet its responsibilities.
The management company of the real estate investment company cannot receive funds on behalf of the real estate investment company.

Article L214-70

   A supervisory board is responsible for assisting the management company; it is made up of at least seven partners of the real estate investment company who are appointed by the ordinary general meeting of the real estate investment company; it carries out the checks and controls it deems appropriate at any time of the year; he can have any document communicated to him or ask the management company for a report on the situation of the real estate investment company on the management of which he presents a report to the ordinary meeting.
The articles of association may make the conclusion of the transactions which they enumerate subject to its prior authorization.
With regard to third parties, the real estate investment company may not avail itself of the limitations or restrictions resulting from this article.

Article L214-71

   Any person who, directly or through an intermediary, in fact exercises direction, administration or management under the guise of or instead of the legal representatives of the company is subject to the same obligations and possibly liable to the same penalties as these representatives. themselves.

Article L214-72

   Any exchange, alienation or constitution of real rights relating to the company’s real estate assets must be authorized by the ordinary general meeting of shareholders.
The management company may not, on behalf of the civil society it manages, contract loans, assume debts or make acquisitions payable in the future, except within the limit of a maximum set by the general assembly.
With regard to third parties, the company may not avail itself of the limitations or restrictions of powers resulting from this article.

MONETARY AND FINANCIAL CODE
(Legislative Part)

Sub-section 4: General meeting

Article L214-73

   The partners meet at least once a year for an ordinary general meeting to approve the financial statements for the year.
Each partner has a number of votes proportional to his share of the share capital. Decisions are taken by a majority of the votes held by the partners present or represented. The general meeting can only validly deliberate on first convocation if the partners present or represented hold at least a quarter of the capital, and at least half if it involves amending the articles of association. On second convocation, no quorum is required.
The documents which are communicated to the shareholders prior to the holding of general meetings as well as the forms and deadlines in which the shareholders are convened to these meetings are determined by decree.
The meeting determines the amount of profits distributed to the shareholders as a dividend. In addition, the meeting may decide to distribute the sums withdrawn from the reserves at its disposal; in this case, the decision expressly indicates the reserve items on which the withdrawals are made.
Any dividend distributed in the absence of inventory or by means of fraudulent inventory constitutes a fictitious dividend.
However, advance payments on dividends for closed or current financial years, distributed before the accounts for these years have been approved, when a balance sheet established during or at the end of the financial year, do not constitute fictitious dividends. and certified by one of the statutory auditors mentioned in article L. 214-79 shows that the company has realized, during the year, after constitution of the necessary depreciation and provisions, after deduction, if applicable. , previous losses and taking into account the profit carry forward, net profits greater than the amount of down payments.
The management company has the capacity to decide to distribute an interim dividend and to set the amount and date of the distribution.

Article L214-74

   Any partner may receive the powers issued by other partners with a view to being represented at a meeting, without any other limits than those resulting from legal or statutory provisions setting the maximum number of votes which a same person may have, both in his personal name as proxy.
Clauses contrary to the provisions of the previous paragraph are deemed unwritten.
For any proxy of a partner without indication of a proxy, the chairman of the general meeting issues a favorable opinion on the adoption of the draft resolutions presented or approved by the management company and an unfavorable vote on the adoption of all others. draft resolutions. To cast any other vote, the partner must choose a proxy who agrees to vote in the direction indicated by the principal

Article L214-75

   Any partner can vote by correspondence, using a form the details of which are fixed by order of the Minister responsible for the economy. Clauses to the contrary in the statutes are deemed unwritten.
For the calculation of the quorum, only the forms received by the company before the meeting are taken into account, within a time limit set by the same decree. The forms giving no meaning of vote or expressing an abstention are considered as negative votes.

Article L214-76

   Any agreement between the company and the management company, or any partner of the latter, must, on the reports of the supervisory board and the auditors, be approved by the general meeting of the shareholders of the company.
Even in the absence of fraud, the prejudicial consequences for the company of the disapproved agreements are the responsibility of the responsible management company or any associate of the latter.

Article L214-77

   Except in the case of a meeting of the general assembly provided for in this section, the articles of association may stipulate that certain decisions are taken by written consultation of the partners.

MONETARY AND FINANCIAL CODE
(Legislative Part)

Sub-section 5: Accounting provisions

Article L214-78

   At the end of each financial year, the managers of the management company draw up an inventory of the various elements of the assets and liabilities existing on that date.
They also draw up the annual accounts and draw up a written management report.
They are required to apply the adapted general chart of accounts, in accordance with the terms to be set by a regulation of the Accounting Regulation Committee, to the needs and resources of said companies, taking into account the nature of their activity.
The management report sets out the situation of the company during the past financial year, its foreseeable development, as well as the important events which have occurred between the date of the end of the financial year and the date on which it is drawn up.
The managers of the management company mention in a statement annexed to the management report the book value, the realizable value and the reconstitution value of the civil society that they manage. The realizable value is equal to the sum of the market value of the buildings and the net value of the other assets of the company. The reconstitution value of the company is equal to the realizable value increased by the amount of the costs relating to the reconstitution of its assets.
These values ​​are the subject of resolutions submitted to the approval of the general meeting. During the financial year, and if necessary, the supervisory board provided for in article L. 214-70 may authorize the modification of these values, on the basis of a reasoned report from the management company.
The documents mentioned in this article are made available to the statutory auditors under conditions determined by decree.

Article L214-79

(Law nº 2003-706 of August 1, 2003 art. 46 V 1º, art. 116 Official Journal of August 2, 2003)
(Ordinance n ° 2005-429 of May 6, 2005 art. 27 Official Journal of May 7, 2005)
(Ordinance n ° 2005-1126 of September 8, 2005 art. 21, art. 22 Official Journal of September 9, 2005)

   Control is exercised by one or more statutory auditors.
The statutory auditors bring to the attention of the Financial Markets Authority any irregularities and inaccuracies identified by them during the performance of their duties.
They are responsible under the conditions provided for in Article L. 822-17 of the Commercial Code. They are not civilly liable for offenses committed by the people who manage, direct or administer the company, unless, having knowledge of them, they have not disclosed them in their report to the general meeting.
Liability actions against the statutory auditors are prescribed under the conditions provided for in Article L. 225-254 of the Commercial Code.
No revaluation of assets can be made without a special report to the general meeting having been presented beforehand by the auditors and approved by this one.

MONETARY AND FINANCIAL CODE
(Legislative Part)

Sub-section 6: Merger

Article L214-80

(Ordinance n ° 2005-1278 of October 13, 2005 art. 5 Official Journal of October 14, 2005 in force on June 1, 2007)

   With the exception of the cases provided for in Articles L. 214-124 and L. 214-135, a real estate investment company may only merge with another real estate investment company managing a portfolio of comparable composition.
The conditions of application of this article are set by the decree mentioned in article L. 214-85.

   NOTE: Ordinance 2005-1278 of October 13, 2005 art. 7: This ordinance comes into force on the first day of the month following that of the publication in the Official Journal of the French Republic of the decree of the Minister responsible for the economy approving the provisions of the general regulations of the Financial Markets Authority. relating to real estate collective investment undertakings. The approval order of May 15, 2007 was published in the Official Journal of May 16, 2007.

Article L214-81

   The merger operation is carried out under the control of the statutory auditors of each of the companies concerned. The merger project is communicated to them at least forty-five days before the extraordinary general meetings called to decide on the transaction.
The statutory auditors draw up a report on the conditions for carrying out the merger operation.
The role of the statutory auditors is carried out under the same conditions as those provided for the merger auditors in Article L. 236-10 of the French Commercial Code.

Article L214-82

   The merger transaction is approved by the extraordinary general meeting of each of the companies concerned.

Article L214-83

   The extraordinary general meeting of the acquiring company decides on the valuation of contributions in kind, in accordance with the provisions of Article L. 214-57.

MONETARY AND FINANCIAL CODE
(Legislative Part)

Sub-section 7: Rules of good conduct

 Article L214-83-1

(Law n ° 2001-602 of July 9, 2001 art. 9 V 4 ° Official Journal of July 11, 2001)
(Law n ° 2003-706 of August 1, 2003 art. 40 V Official Journal of August 2, 2003)
(Ordinance n ° 2005-429 of May 6, 2005 art. 28 Official Journal of May 7, 2005)

   The management companies of real estate investment companies and the persons placed under their authority or acting on their behalf are required to comply with the rules of good conduct intended to guarantee the protection of investors and the regularity of transactions, established by the Autorité des marchés financiers. financial markets, in application of article L. 533-4.

MONETARY AND FINANCIAL CODE
(Legislative Part)

Sub-section 8: Transitional provisions

Article L214-84-1

(inserted by Ordinance No. 2005-1278 of October 13, 2005 art. 4 Official Journal of October 14, 2005 in force on June 1, 2007)

   Under the conditions set by decree of the Council of State, a civil real estate investment company may transfer its assets by way of scission to real estate collective investment undertakings of a different form.
Prior to the demerger, the real estate investment companies are, by way of derogation from article L. 214-50, authorized if necessary to contribute all or part of their assets to new civil companies, so that the shares in these are transmitted as soon as possible to real estate collective investment undertakings in the context of the demerger.

   NOTE: Ordinance 2005-1278 of October 13, 2005 art. 7: This ordinance comes into force on the first day of the month following that of the publication in the Official Journal of the French Republic of the decree of the Minister responsible for the economy approving the provisions of the general regulations of the Financial Markets Authority. relating to real estate collective investment undertakings. The approval order of May 15, 2007 was published in the Official Journal of May 16, 2007.

Article L214-84-2

(inserted by Ordinance No. 2005-1278 of October 13, 2005 art. 4 Official Journal of October 14, 2005 in force on June 1, 2007)

   Civilian real estate investment companies have a period of five years, from the date of approval of the provisions of the general regulations of the Autorité des marchés financiers relating to real estate collective investment undertakings, to hold the extraordinary general meeting of partners. so that it decides on the issue on the agenda relating to the possibility of transforming itself into a real estate collective investment undertaking.
This meeting opts, under the conditions of quorum and majority set by the articles of association of the company on the date of publication of ordinance n ° 2005-1278 of October 13, 2005 defining the legal regime of real estate collective investment undertakings and the terms of transformation of real estate investment companies into real estate collective investment undertakings, for one of the two forms of real estate collective investment undertaking mentioned in the first paragraph of article L. 214-89 which it wishes to see adopted at l ‘outcome of the transformation.
If the real estate collective investment body is set up in the form of a real estate investment fund, the fund regulations must provide for the establishment of the supervisory board provided for in article L. 214-132.
When a civil real estate investment company opts for the real estate collective investment scheme, this operation is carried out without direct or indirect costs for the unitholders.

   NOTE: Ordinance 2005-1278 of October 13, 2005 art. 7: This ordinance comes into force on the first day of the month following that of the publication in the Official Journal of the French Republic of the decree of the Minister responsible for the economy approving the provisions of the general regulations of the Financial Markets Authority. relating to real estate collective investment undertakings. The approval order of May 15, 2007 was published in the Official Journal of May 16, 2007.

Article L214-84-3

(inserted by Ordinance No. 2005-1278 of October 13, 2005 art. 4 Official Journal of October 14, 2005 in force on June 1, 2007)

   Under the conditions defined by the general regulations of the Autorité des marchés financiers, the management companies of civil real estate investment companies inform about the regime for collective real estate investment undertakings defined in section 5 of this chapter:
1 ° Subscribers of shares in real estate investment companies prior to their subscription or acquisition in accordance with the provisions of Articles L. 214-59 et seq .;
2 ° The partners of civil real estate investment companies within twelve months at the latest from the publication of ordinance n ° 2005-1278 of October 13, 2005 defining the legal regime of real estate collective investment undertakings and the modalities of transformation of companies civil real estate investments in real estate collective investment undertakings.
This information relates in particular to the obligation imposed on real estate investment companies to convene a general meeting under the conditions provided for in Article L. 214-84-2 in order to submit to the vote of the partners the possibility of placing themselves under this diet.
This information is sincere, complete and clear and is written in terms that are easily accessible and understandable in order to allow subscribers of units or partners to have the essential information necessary to make their decisions in full knowledge of the facts.

   NOTE: Ordinance 2005-1278 of October 13, 2005 art. 7: This ordinance comes into force on the first day of the month following that of the publication in the Official Journal of the French Republic of the decree of the Minister responsible for the economy approving the provisions of the general regulations of the Financial Markets Authority. relating to real estate collective investment undertakings. The approval order of May 15, 2007 was published in the Official Journal of May 16, 2007.

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