We mentioned in one of our articles on the operation of the associate current account that the contributions can be reimbursed to the partners at any time if the financial situation of the company allows it.
Two circumstances can make this impossible:
- the reimbursement conditions that the partners have defined: deadline, schedule, etc.
- an agreement providing for the temporary blocking of sums paid into a partner's current account.
We will examine the blocking of contributions made in a partner's current account in this post.
As we stated earlier in one of our articles on the operation of the associate current account, the contributions which are made in this way can normally be reimbursed to the partners at any time if the financial situation of the company allows it.
Two conditions can undermine this principle:
- any arrangements made by the partners concerning the reimbursement of the partner's current account: deadline, staggering, etc.
- or an agreement which provides for the temporary blocking of sums paid into the partner's current account.
In this article, we are going to take a look at the blocking of contributions made in a partner's current account.
Justification of the locking of contributions made in a partner's current account
A necessary measure to obtain a business loan
The blocking of contributions made in a partner's current account generally occurs at the request of the bank when applying for a professional loan.
Indeed, the credit organization will require you to completely or partially lock your contributions in the partner's current account until the loan is repaid.
This is an advantage for the bank, which then obtains a privilege: the balance of the loan remaining due will be reimbursed in priority over the sums deposited in the partner's current account.
Control the gait of the participants
The locking of contributions made in the partner's current account can also be useful to restrict the action of the partners. With this measure, they undertake not to ask for reimbursement of their contribution during a predefined period.
In this way, there is no risk that one of the investors will obtain reimbursement of their contributions to the partner's current account before the lockout ends. The company thus avoids unforeseen cash outflows which could be detrimental to it.
Rules governing the blocking of a partner's current account
When deciding to block a contribution in a partner's current account, two conditions must be met:
- the company undertakes not to reimburse these contractually blocked contributions,
- the associate concerned cannot request and/or accept reimbursement of these funds.
The implementation of the blocking of a partner's current account is formalized by a blocking agreement. You can also include a blocking clause in the associate current account contract concluded on the occasion of the contribution.
The blocking of capital provided in a partner's current account for a period of at least two years extends the scope of this method of financing. In this case, the subscriber of SARL shares or SAS shares is not required to own at least 5% of the share capital.
The blocking of an associate current account can be validated:
- at a general meeting, unanimously by the partners, which necessarily requires the agreement of the partner concerned,
- or through a blocking agreement signed by the representative of the company and the partner.
Failure to block a member's account
A associate current account reimbursement is carried out for the benefit of a member belonging to the company without taking into consideration the existence of a blocking agreement:
- the partner who receives the reimbursement is contractually liable,
- the director who proceeds with the reimbursement commits a fault, or even an abuse of power if it concerns the personal current account of the partner.
However, the refund made cannot be reversed.
In addition, a repayment made without observing a blocking agreement may also have consequences in relation to the bank which imposed the blocking of the funds to grant the loan.
