Limited partnership

In France, a limited partnership is a hybrid form of Entreprise, mixture of the characteristics of two forms of entrerpise. It is a business firm by its form at the end of the article L 210-1 al 2 of the Commercial law.

Formation of the company

Associates

This company was not indicated by the law like a unipersonal company. At least two are needed Associé S: financed and a silent partner.

Active Associate: even thing that the SNC
Sleeping partner: no matter who can be associated as long as it is not a question of a " incapable" (major/minor) or struck prohibition (mode of the incompatibilities).

Contributions and the authorized capital

For the active associates: they can be the three types of contribution. For the sleeping partners: it cannot be a question of contribution in industry.

Formalities

One requires more transparency on behalf of the associates: obligatory mention. Ex: the statutes must indicate which is the share of each active associate or silent partner in the contributions. This company is subject to same the rules of publicity, registration to RCS… If these formalities are not accomplished, the company is null and this nullity will be incontestable with the thirds. Company name: nothing in particular compared to the other companies.

Operation

Management

The manager should not obligatorily be selected among the active associates. The thirds must have confidence in the manager: a silent partner should not involve himself in the management of the company with respect to the thirds even if it has a procuration for that. If it does it, the sanction is very heavy, the sleeping partner becomes jointly and indefinitely held of the debts which will result from its management. If its intervention is usual, it can be condemned to the whole of the social debts.

Associates

The associates have rights: 1. right to decide Methods of decision making laid down freely by the statutes. Decision in extraordinary matter: the law fixes the quantum

unanimity for active the
majority of number and in capital for the silent partners. It is considered that all the more strict clauses famous are not written.

Dissolution

Clauses common to all the companies

Cf preceding chapter When all the partnership shares are joined together in only one hand, and that the associates do not regularize, there is dissolution.

Particular clauses

rectification, compulsory liquidation, prohibition to follow a commercial occupation for active.
incapacities but the statutes or the associates later unanimously can decide the continuation.
death of a associate: if it is active, the company cannot be dissolved except mention in the statutes (after the death, the associates cannot decide the continuation). If it only one had financed there, the company is one year old to be transformed into SA or limited liability company or to find another associate active. If there is no solution, dissolution.

Random links: