Registrar of the Commercial Court of Paris - Register of Commerce and Companies

The general partnership shall be designated by its business name, in which may be incorporated the names of one or more partners.

General principles

Partners : The general partnership shall be formed of at leastTwo partners. There is no maximum prescribed by law. The partners may be natural persons or legal entities. They may be french or foreign citizens.

They shall all be deemed to be traders. They shall have unlimited joint liability for the debts of the partnership ; i.e. they are liable in respect of their own personal assets and a creditor may bring an action on any of the partners.

Non-trading companies may not be partners in a general partnership, since they are not deemed to be traders. In the same way, a minor may not be a partner in a general partnership.
All partners shall be declared at the register of commerce and companies. Partners that are legal entities are not required to declare their legal representative at the register of commerce and companies, except if they are managers as well.

The partnership's capital : As opposed to joint-stock companies (SA, SAS, SCA), no specific minimum capital is required to form a general partnership. Partners are free to decide the amount of capital to be paid at the time of formation.

The general partnership may not ask for public offering. However, its capital may vary. When the general partnership has variable capital, only the minimum capital (the sum below which the capital may not be reduced) must be declared at the register of commerce and companies.

Shares : The distribution of shares within partners must be mentioned in the memorandum and articles of association. Shares may be sold only with the consent of all the partners.

Contributions : All partners must make a contribution to the company. These contributions may be made in the form of cash, kind or services. Only the contributions in cash and in kind make up the company’s capital.
In case of contributions in kind, partners are not required to appoint an auditor of the contribution proceedings to evaluate these contributions.
In exchange of the contributions made, every partner has rights and obligations towards the company (right to vote in the meetings, participate in the decision-making process, liability for the debts of the company).

The legal entity's duration : The partnership’s term may not exceed 99 years. It runs from the company’s registration at the register of commerce and companies and may be extended on decision of the partners.

Annual accounts : The general partnership must file its annual accounts and consolidated accounts (if applicable) only if all partners are limited liability companies (SARL) or joint-stock companies (or general partnerships or limited partnerships which all indefinitely liable partners are limited liability companies or joint-stock companies). These accounts must be deposited at the registry of the commercial court.
If this condition is met, the date of the financial year’s end must also be declared at the register of commerce and companies.

Manager : In theory, all the partners shall be managers unless otherwise specified in the memorandum and articles of association. Thus, the memorandum and articles of association may expressly appoint one or more partners as managers. This appointment may also be made in a distinct act.
A non-partner may also be appointed as a manager.
The manager may be a natural person or a legal entity. When a legal entity is appointed as a manager, its legal representative must be declared at the register of commerce and companies.
In dealings wit third parties, the manager shall bind the partnership. He is the partnership’s legal representative. In the event of there being more than one manager, each shall represent separately the company in dealings with third parties.

Auditor : The appointment ofTwo auditors, one as incumbent and the other as deputy, is optional.

Decision-making process : The partners’ decisions shall be taken during general meetings. However, the memorandum and articles of association may also specify that decisions shall be taken by means of consultation by exchange of letters if a general meeting is not requested by one of the partners.
Decisions which exceed the powers accorded to the managers shall be taken by unanimous agreement of the partners. However, the memorandum and articles of association may specify that certain decisions shall be taken by a specified majority.