Sub-paragraph 3: Société de libre partenariat (unincorporated partnership)

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Article L214-162-1

French Monetary and Financial CodeIn force
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Updated 8 Nov 2023

I. - Articles L. 221-3, L. 221-7 and L. 221-12, the second paragraph of Article L. 221-16 and Articles L. 222-4, L. 222-5, L. 222-7 to L. 222-9, L. 222-12, L. 231-1 to L. 231-8, L. 232-21 and L. 233-16 to L. 233-28 of the French Commercial Code do not apply to sociétés de libre partenariat.

The other provisions relating to sociétés en commandite simple are applicable to sociétés de libre partenariat subject to this sub-paragraph. Book VI of the Commercial Code and articles L. 214-155 and L. 214-157 of this Code do not apply to sociétés de libre partenariat.

II. - The corporate name of the société de libre partenariat is immediately preceded or followed by the words: "société de libre partenariat" or "S. L. P.".

III. - One or more managers, who may or may not be partners, are appointed or dismissed in accordance with the conditions laid down in the articles of association.

IV. - The shares of the general partners may be subscribed and acquired by any natural person or legal entity authorised by the Articles of Association.

V. - Articles L. 214-24-29, with the exception of its penultimate paragraph, to L. 214-24-42, L. 214-24-45 and L. 214-24-46, L. 214-24-48, L. 214-24-49, L. 214-24-62 and L. 214-25 do not apply to sociétés de libre partenariat.

VI. - Subscription and acquisition of limited partner units are reserved for :

1° The investors mentioned in article L. 214-144 ;

2° The manager, the management company and the general partners or any company providing management services investing directly or indirectly, as well as their managers, their employees or any natural or legal person acting on their behalf;

3° Investors with an initial subscription or purchase of at least €100,000.

VII. - The custodian or the person designated for this purpose by the articles of association of the société de libre partenariat ensures that the subscriber or purchaser of units is an investor as defined in VI.

It shall also ensure that the subscriber or purchaser has declared that he or she has been informed that the company falls within the scope of this sub-paragraph.

Mariela Petrova

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Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

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The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

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Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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