Associated

Associated with a limited liability company in France

Rights and obligations of the associates

Rights of the associates

Right to information

- Permanent Right of communication concerning the last 3 exercises (annual accounts, inventories, annual reports submitted to the assemblies, official reports of the assemblies) and concerning the statutes of which it can obtain a copie
- Right of information preliminary to the annual meeting holding: 15 days before an assembly, the Gérant must address to associated the social accounting, the annual report, the text of the resolutions suggested and the report/ratio of the Auditor if it existe
- Right to put questions written with the gérant
- Right to order an expertise of management: one or more associates representing the 1/10e authorized capital can ask for in justice the designation of an expert charged to present a report/ratio on one or more operations of management.

Right to vote

The associates meet in assembly. However, the statutes can provide that decisions are made on written consultation of the associés.
Calculations are done starting from the partnership shares (each one giving right a voice). The law does not fix any Quorum. For the ordinary decisions (manager nomination, approval of the accounts), the absolute majority is required i.e. more half of the unit of the partnership shares on 1st convocation. Failing this, on 2nd convocation, the decision will be made by the simple majority of the expressed votes. For the extraordinary decisions, the majority is that of the 3/4 of the partnership shares. As regards approval, the law requires a double majority: in number from associated and the 3/4 of the partnership shares.

Right financial

The associates are entitled to the Dividende S, with the Réserve S like with the profits of liquidation.
The distribution of the benefit is done in accordance with the statutory provisions. The limited liability companies are also held to constitute a reserve légale.
The clauses of interest fixes (dividend even in the absence of benefit) are interdites.
The setting in payment of the dividends must take place within 9 month after the end of the financial year.

Obligations of the associates

Obligation in the passive social

- With respect to the thirds, within the limit of the amount of their contributions. They can be held beyond this amount if they behaved like managers in fact or that they guaranteed debts of the société.
- Between associated: these social losses are distributed according to the rules fixed in the statutes; in the absence of statutory clause, this distribution must be made proportionally with the contributions of each associés.
Prohibition of the leonine clauses

Other obligations

Restitution of the dividends fictifs
Criminal responsibility

Transmission of the shares

Transfers between sharp

The shares of industry are inalienable. If the yielded shares are goods of community, the assent of the spouse is requis.
The transfer of the partnership shares must be noted by a written act and must be made available of the limited liability company (deposit of the original of the instrument of transfer to the seat of the company).
Moreover, the transfer is opposable with the thirds only after being published in RCS.

Transfer with thirds

Any transfer with a foreign person at the company must be authorized. The associate must notify by registered letter his project at the company and the associates. In the 8 days of the notification, the manager convenes the assembly to deliberate on the project or must consult the associés.
in writing There is authorization express when assent of the majority of associated representing half of the partnership shares (unless the statutes envisage a stronger majority). The authorization is tacit if the company did not make known the decision of associated in the 3 months. There is authorization by forfeiture if, after refusal of approval, the associates did not proceed to the repurchase within the time limit (3 months; or by decision of the courts a prolongation not being able to exceed 6 months).

Indeed, in the event of refusal of approval, the associate is in right to oblige his joint partners to buy or make buy his shares (possible if it has held his shares for at least 2 years). If the shares are bought by thirds, those must be agréés.
In the event of dispute on the price, there is designation of an expert, a friendly way or by the president of the Bankruptcy court.

Transfer between associated

The transfers between associates are free. If the statutes envisage an approval, it is advisable to follow the same procedure as with the thirds.

Transfer with the spouse, ascending or downward

idem that enters associated

Transmission by death and liquidation of community

The shares are freely transmissible by way of succession or in the event of liquidation of goods between époux.
After liquidation of community, the partnership shares can be allotted to the conjoint.
Possibility of approval under the same conditions as for the tiers.
In the event of refusal, the others associated must buy or make buy the shares (by thirds or the company). In the event of time limit, approval is famous acquis.
In the event of approval, possibility of preferential attribution to the profit of the spouse and heirs

Hypothecation of the partnership shares

The Nantissement is possible if it is noted by notarial act or under private signature recorded and meant with the société.
When the partnership shares are goods of community, their hypothecation can be carried out only with the agreement of the conjoint.
Certification of the contracting : - Project of hypothecation notified at the company and the associés
- Consultation of the associés
- Decision of approval in the majority of number of associated accounting for at least 3/4 with the shares sociales

The assent of the company to the hypothecation suggested carries approval of the contractor in the event of forced realization but the company can repurchase without delay these shares and write-off its capital.

Associated of SA

In a Public limit company, one does not speak any more a associate but of Actionnaire.

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