The Namely Created Companies are relatively rare in France because of the risks incurred by the partners. They are mainly used out of obligation, for example to operate a tobacco shop with several people. Discover the main ones here legal properties of SNCs.
All lawful and realizable activities can be exercised in the form of a general partnership. It is sometimes mandatory to create an SNC, as to open a tobacconist for example. Certain activities are however prohibited, in particular those of insurance.
The precision of the corporate purpose is essential when creating an SNC, because it defines the powers of the manager. This is very important because of the indefinite and joint liability of the partners on the social debts.
The statutes of an SNC require own funds, the amount of which is determined by the members, without imposing a minimum threshold.
A SNC also has the option of having variable capital.
In an SNC, the partners have the possibility of providing monetary contributions, contributions in kind and contributions in industry.
Contributions in industry have no impact on the share capital.
In the case of contributions in kind, it is not necessary to appoint a contribution auditor. This is due to the unlimited and joint liability of the partners.
At least two associates are required to open a limited liability company and there is no upper bound.
To become a partner in a SA with limited liability, you must be considered a trader, which requires you to be an adult or an emancipated minor with the authorization of a judge.
In exchange for their contributions to the SA with limited liability, the partners receive shares and a series of rights:
Limited liability SA partners are required to meet important requirements:
La management of the general partnership is carried out by the manager or by a group of managers if there are several. In the absence of any appointment in the articles of association, all the partners of the SNC are managers.
The manager of the SNC represents the company vis-à-vis third parties and is empowered to act in all circumstances on behalf of the company.
In relation to the partners, he is authorized to carry out all acts for the benefit of the company, although his powers may be limited by the articles of association. However, these restrictions do not apply to third parties.
Decisions relating to the community of partners are taken at a general meeting, either in its normal version or in its special version depending on their nature.
It is possible to provide consultations by post to take decisions, with the exception of the following three cases:
The statutes of the SNC then establish the functioning of the meetings: convening procedures, deadlines, holding of meetings, etc.
For decision-making, the majority rules are defined in the statutes. However, the following decisions require the unanimous agreement of the partners:
The main legal particularities of the SNC include:
When setting up an SNC, it is necessary to write articles of association containing the following information:
In addition, it is frequently imperative to add several clauses to organize the operation of the SNC:
The drafted document must be recorded in writing, by private deed or by notarial deed. If no manager is appointed, all partners are managers.
Any modification of the statutes must be the subject of an extraordinary decision of the partners (with the exception of rare exceptions).
To carry out the constitution of the SNC, the founders must submit a file to the business formalities body on which they depend, which contains:
The provisions relating to the obligation to appoint an auditor for the SARL are identical to those that apply to NCS. A commissioner must be appointed when the SNC exceeds, at the end of the financial year, one of the following three thresholds:
In addition, an auditor must be appointed at the request of a partner, regardless of his percentage of participation in the share capital.
See also on Companies and Law:
