What do you need to know (in legal terms) to join?

You need money to finance an innovative, complementary project to build your company’s social capital or to gain credibility through a network and thus surround you well. Then you have an idea: get involved. With your family, friends, spouse or others, you should first make sure you know the characteristics so as not to be mistaken…

According to Article 1832 of the Civil Code: “Company established by two or more persons who agree by a contract to allocate goods or their industry to a common enterprise so as to share the profit or profit from the savings which may result from It may be established by an act of the will of one person, in cases provided by law. The partners undertake to contribute to the losses. ยป

plurality of partners

The traditional requirement in terms of the number of shareholders varies according to the position of the company. Societies Anonymous (SA) require a minimum of 7 shareholders, while a partnership limited by shares requires 4 shareholders (1 general partner and 3 limited partners).

Successive reforms have questioned the company’s contractual concept as well as the traditional need for plurality of partners: the Law of 11 July 1985 with the creation of the “EURL” form and the Law of 12 July 1999 with the creation of the “SASU” form .

wish to join

The “affectio society” is defined by case law as: “The desire of the partners for active and egalitarian cooperation”, First, we pay attention to the principle of “active cooperation”. The “affectio socialitis” varies according to the form of society.

It is important to clearly distinguish the peculiarities of this collaboration. The fact that a woman works with her spouse and participates in profit and loss cannot be considered sufficient to characterize a company that is actually formed in the absence of an “effective society”. In order to be able to characterize the company that was actually created, it is necessary to note “Intent to associate, even implied, to participate in the management of the joint venture”.

In the context of a loan agreement, it should be noted that a fund lender cannot obtain associate status if it fails to characterize an “effective society”.

There is also a theory based on egalitarian cooperation. This cooperation makes it possible to distinguish between a partnership contract and a profit-sharing clause of an employment contract.

different types of contributions

A contribution refers to a contract by which a partner allocates assets or rights to the company. This is in exchange for the delivery of social securities.

There are several classifications of contributions, namely external contributions, internal contributions, contributions to capital and contributions out of capital.

More specifically, there are several types of contributions. cash contribution For example translate by cheque, bank transfer, cash. The actual payment of subscribed securities, called issuance contributions, can be spread out over time. For LLCs, we have an immediate release of 1/5 and the rest is done within 5 years. For SA, SAS and SCA, half of the subscribed value should be fully paid and the rest should be paid within 5 years. As far as SC, SNC and SCS are concerned, the laws determine the release date independently. The partner is indebted for his contribution and default interest arising from the unpaid amount.

kind of contribution Include everything other than money. Among these contributions are tangible assets (buildings, vehicles, equipment, goods, etc.) and intangible assets (commercial leases, goodwill, patents, company titles, etc.).

contribution to industry Designate technical knowledge, information, functions, notoriety, services, etc. Because of the complexity of valuation, it is never part of social capital. Only contributions in cash and contributions in kind constitute share capital.

partner status according to marital arrangement

Arrangements for the separation of assets: The property is specific to each spouse who can contribute independently except for housing: lease, property, furniture, etc. The person making the contribution has the status of a participant.

The rule of the community was reduced to acquisition: the separate property of the spouses is those that existed before the marriage and which were acquired by gift or will during the marriage. This is the same type of rule as for the separation of assets.

Specifics of Commons

Ordinary Goods: These are household income as well as goods acquired during the marriage. Note that if common assets are used in the context of a spouse’s business activity, only the latter is likely to contribute. In respect of other joint assets, contributions are made free of charge by the spouses within the following limits:

  • Earnings and Wages: Payable by the family after contribution.
  • Contribution to SNC, SARL: Spouse’s mandatory information (LRAR) and obligation to justify this information in the deed of contribution. Failure to do so, voiding action is possible within the next two years to allow the spouse to claim half the shares.
  • For certain goods: Compulsory consent of the spouse, subject to penalty of voidness. These properties are characterized by buildings, business or craftsmanship, shares in limited liability companies or civil companies, rights (lease rights) relating to registered aircraft or boats and housing. This obligation is valid regardless of the company).

When joint assets are contributed, the status of the partner depends on a variety of factors. In the case of joint stock companies, both spouses hold partner status, except if the purchase is made in the name of one spouse. The shares thus remain common property and will be shared in the event of the community’s liquidation, i.e. in case of divorce. In respect of SNC, SARL, CS or Civil Society, the quality of the associate is recognized to the contributor. However, the spouse can personally insist on their intention to remain connected. In this case, the claim can be made:

  • During Contribution: No approval to be sought, partners have to accept or reject two spouses.
  • Post Contribution: This is done by notification to the company and the approval clause is valid if it is considered special.
  • By relinquishment: In writing, the spouse can certainly refuse to be a partner. This decision is irreversible.

In the event of liquidation of the community, in each of the cases described above, the shares shall be shared by the nature of their common property.

result in participation

It is the contribution of the partners in the company that determines the shares. Shares are defined as the title of ownership of the company’s capital. The distribution of profits earned is proportional to his shares in capital, unless otherwise prescribed. The articles of association may provide for a different distribution of profits. By the decision of the general meeting, the methods of distribution of profits are put into effect by dividend, statutory reserves, statutory reserves as well as retained earnings/losses.

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