The companies bring together members called shareholders. The specific directives apply in the event of death of one of them. Some are canceled. For others, death does not systematically lead to suppression of the society. Nevertheless, clauses planned in the statutes may stipulate opposing rules and/or organize the operation of the business (for example, continuation with heirs). here are the consequences of the death of a shareholder on the dissolution of the company.
There are companies whose foundation is based on a contract intuitus personae, i.e. based on the identity of the partners. Those partnerships are also called civil society (real estate SCI or professional SCP), partnership (CNS) or even limited partnership (SCS). They are in opposition to capital companies which do not require knowledge between the partners.
If you have a death of a partner (“general partner” for CBS), the dissolution of the company is automatic, unless the statutes provide for a continuation clause of the activity. This clause is often included in the articles of association.
In capital companies, investment is the main objective of the partners. L'intuitu personae does not play a role in it. It is for this reason that, as a principle, the death of a partner does not entail the business closure. even though statutes can foresee a provision to the contrary and provide for dissolution in the event of death.
The SA, SAS et SCA, including the EURL to a single shareholder, are affected by these rules. The statutes must be read carefully when a death occurs. They may, for example, provide that the current partners must first approve the heirs. ofother conditions may also be provided for: continuation with the surviving spouse or with the person designated in the will of the deceased person, etc.
| The death of a partner causes the dissolution of … * | Continue to exist despite the death of a partner the … * |
|---|---|
| Civil societies (SCP, SCI, SCM…) Simple limited partnerships (if death of a general partner) And general partnerships (SNC) |
Joint stock companies (SAS, SASU and SCA) Public limited companies (SA) And limited liability companies (SARL, EURL) |
To discover also on the dissolution:
