French Monetary and Financial Code
In forceI. - Notwithstanding Titles II and III of Book II and Title II of Book VIII of the French Commercial Code, the following provisions apply to the société de libre partenariat:
1° The articles of association of the société de libre partenariat set out the terms and conditions for the issue, subscription, payment, transfer and redemption of shares and securities. The shares issued by the partnership are in registered form.
If the shareholder fails to pay up the sums due on the shares held in accordance with the conditions set out in the Articles of Association, the manager may, one month after a formal notice, proceed ipso jure with the transfer of these shares or with the suspension of all distributions.
Under the conditions that they determine, the Articles of Association may provide for the suspension of the non-pecuniary rights of a defaulting member until full payment of the sums due.
The Articles of Association may provide that, when shares are transferred, the subscriber and successive transferees are jointly and severally liable for the unpaid amount thereof;
2° Any contribution in kind is assessed by the Statutory Auditor under his responsibility;
3° The Articles of Association of the société de libre partenariat determine the decisions that must be taken collectively by the members or by some of the members in the forms and under the conditions that they stipulate. The continuance of the partnership is decided in accordance with the conditions laid down in these articles.
However, all decisions involving a change in the corporate purpose, merger, takeover, demerger, transformation or liquidation of the company are adopted collectively by the limited partners, under the conditions laid down in the Articles of Association and with the agreement of the general partner(s).
Decisions taken in breach of the second paragraph of this 3° may be set aside in court at the request of any interested party;
4° Each partner has a number of votes in proportion to the shares he owns, unless otherwise stipulated in the Articles of Association.
II. - The Articles of Association of the société de libre partenariat may provide for units giving rise to different rights over all or part of the assets of the company or its income. Units may also be differentiated in accordance with the provisions of the second paragraph of article L. 214-24-25 or under the conditions laid down in the articles of association.
III. - The articles of association of the société de libre partenariat determine :
1° The minimum frequency and procedures for determining the net asset value ;
2° The conditions and procedures for amending the articles of association.
IV. - Notwithstanding the provisions applicable to the société commandite simple, the limited partners' units are negotiable financial securities.
Notwithstanding article L. 211-14 of this Code, the shares of the active partners are not negotiable. The transfer of active partner shares must be recorded in writing. It may be relied upon against the Company by the filing of an original or certified copy of the deed of transfer at the registered office against delivery by the Executive Chairman of a certificate of such filing, or in the manner provided for inArticle 1690 of the Civil Code. The transfer may be relied on as against third parties once these formalities have been completed.
The company's Articles of Association may include approval, inalienability, preference, withdrawal or compulsory transfer clauses, as well as clauses providing for the suspension of shareholders' non-pecuniary rights under the terms and conditions, in particular the price, set out in the Articles of Association. Any transfer made in breach of the clauses of the Articles of Association shall be null and void. These clauses shall be adopted or amended by a collective decision of the shareholders under the conditions laid down in the Articles of Association.
V. - Without prejudice to Title III of Book II of the Commercial Code, the conditions of liquidation, including, where applicable, its duration, as well as the procedures for distributing the liquidation surplus are freely determined by the articles of association of the société de libre partenariat. The managing partner or any person appointed for this purpose in accordance with the articles of association assumes the duties of liquidator; failing this, the liquidator is appointed by the courts at the request of any interested party.
