The appointment of a statutory auditor, known as a special benefits auditor, is mandatory when a company decides to set up certain operations, although it is not required to appoint a statutory auditor with a permanent assignment within the company. That is ... read more
Can a company be held liable for wrongful acts committed by its founder during the period prior to its registration? In the case at bar, the employee of an industrial engineering company (E.) had transferred several internal company documents from his work ... read more
Among the many obligations that weigh on commercial companies are those relating to the annual financial statements drawn up at the close of each financial year (Article L123-12 of the French Commercial Code). Nevertheless, in order to reduce the burden on ... read more
Can decisions made in breach of an SAS‘s articles of association be annulled? • Before 15 March 2023, case law constantly answered this question negatively. Drawing on the provisions of Article L. 235-1 paragraph 2 of the French Commercial Code, case ... read more
Does paying one of the bills addressed to a subsidiary commit a parent company to pay other unpaid bills? Under the patrimonial autonomy of corporations principle, the simple fact that one company controls another does not mean that it can be legally ... read more
When a married person becomes a shareholder, their spouse’s rights in respect of their securities vary depending on the type of company. Our Corporate team reviews the different cases, and in particular the last Court of Cassation decision of 21 ... read more
You must be aware that mentioning a Managing Director (Directeur Général) on the K-bis of a French SAS (Société par Actions Simplifiée) isn’t sufficient for him to be considered as the legal representative of such company! Although the law ... read more
A Lyon Court of Appeal judgement of 17 February 2022 has provided interesting clarification regarding preference shares. Our Corporate team reviews this decision. A société par actions simplifiée (joint-stock company) had decided to reduce the preferred ... read more
The shareholders in an SAS are free to stipulate in the articles of association whether the termination of the mandate of a director may be decided ad nutum or whether reasonable grounds for such termination are necessary. What about the conditions for ... read more
In the face of the rise in crowdfunding, the French legal framework was amended by the ruling of 22 December 2021, which was then set forth in the decree of 1st February 2022. Herein our Corporate department reviews the four main provisions of these ... read more
