French Commercial code
In forceThe partnership shall terminate on the death of one of the partners, subject to the provisions of this Article.
If it has been stipulated that in the event of the death of one of the partners, the partnership shall continue with his heir or only with the surviving partners, these provisions shall be followed, except to provide that in order to become a partner, the heir must be approved by the partnership.
The same applies if it has been stipulated that the company would continue, either with the surviving spouse, or with one or more of the heirs, or with any other person designated by the Articles of Association or, if they so authorise, by testamentary provisions.
When the company continues with the surviving partners, the heir is only a creditor of the company and is only entitled to the value of the corporate rights of its author. The heir is similarly entitled to this value if it was stipulated that, in order to become a partner he would have to be approved by the company and if such approval was refused.
When the company continues under the conditions provided for in the third paragraph above, the beneficiaries of the stipulation are liable to the estate for the value of the company rights allocated to them.
In all cases provided for in this article, the value of the corporate rights is determined on the day of death in accordance with
Article 1843-4of the Civil Code.
In the event of a continuation and if one or more of the partner's heirs are unemancipated minors, they are liable for the company's debts only up to the amount of their author's estate. In addition, the company must be converted, within one year of the death, into a limited partnership in which the minor becomes a limited partner. Failing this, the partnership is dissolved.
