We have studied the operationality of the associate current account in a previous article and discussed in particular the repayment of contributions. We discuss here in more detail the methods of return of the partner's current account.
We studied the functioning of the associate current account in a previous article and in particular mentioned the repayment of contributions. Here we detail the terms of return of the partner's current account.
Account for associated funds
As a general rule, if nothing has been provided for in this regard, a partner holding a current account may at any time claim the reimbursement of all or part of its funds.
The company may not:
- object to this application due to financial hardship,
- or require a delay for payment.
However, a limit is imposed: the refund request must be made in good faith and must not be detrimental to the company.
Example : a decision of the Court of Cassation (No. 07-16.215 of 1er July 2008) stipulates that a managing partner who claims reimbursement of his current account and does so to the detriment of the interests of the company and placing it in a perilous financial situation has committed a management fault.
Finally, if a partner or shareholder sells his shares without selling his current account, he can request reimbursement of the balance because ownership of the amounts listed above has not been transferred to the purchaser.
Adjustment of the reimbursement of the partner's current account
The terms of payment from the partner's current account may be modified: a blocking agreement may be provided for or repayment terms established.
Validity of reimbursement adjustments
For these arrangements to be valid, they must:
- be provided for in the shareholder current account agreement drawn up between the company and the shareholder concerned and signed by both parties,
- or have been decided unanimously by the partners (in the articles of association or in a later document).
Lock-up and redemption agreement
If a blocking agreement provides that the funds are blocked for a given period, this means both:
- that the company undertakes not to reimburse the blocked amounts,
- and that the partner concerned undertakes not to claim or accept the reimbursement of blocked funds.
It is only at the end of the stipulated period that the funds can be returned.
Rules set for the reimbursement of the partner's current account
It is also possible to provide, by unanimous decision of the partners or in the partner current account agreement, the terms of reimbursement of the partner current account.
For example, it is possible to specify:
- that the reimbursement is not immediate and is subject to a timetable,
- that requests for reimbursement must be made by such and such a means,
- that reimbursement can only take place if the company's cash flow allows it...
