Key Benefits:
The Prime Minister,
On the report of the seal of the seals, Minister of Justice,
In the light of the Act concerning the conditions of accession of the Kingdom of Norway, the Republic of Austria, the Republic of Finland and the Kingdom of Sweden and the adjustments to the Treaties on which the European Union is founded;
Having regard to the Act concerning the conditions of accession to the European Union of the Czech Republic, the Republic of Estonia, the Republic of Cyprus, the Republic of Latvia, the Republic of Lithuania, the Republic of Hungary, the Republic of Malta, the Republic of Poland, the Republic of Slovenia and the Slovak Republic and the adjustments to the Treaties on which The European Union;
Having regard to Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE);
Having regard to Directive 2003 /58/EC of the European Parliament and of the Council of 15 July 2003 amending the Directive 68 /151/EEC as regards the obligations to advertise certain forms of companies;
In view of Council Directive 2006 /99/EC of 20 November 2006 adapting certain directives in the field of company law, in Reason for the accession of Bulgaria and Romania;
Given the Civil Code, in particular Article 1316-3;
Due to the Commercial Code;
In view of the Penal Code, in particular Articles 131-21, 131-48 and R. 610-5;
Given Law No. 2007-308 of 5 March 2007 on the reform of the legal protection of adults;
Given the amended Decree No. 84-406 of 30 May 1984 on the register of trade and companies;
The Conseil d' Etat (section of the interior) heard,
Décrète:
Commerce code (regulatory part) is modified in accordance with sections 2 to 40.
1 ° The 4 ° and 5 ° of item R. 123-37 are deleted. Consequently, the 6 °, 7 °, 8 ° and 9 ° become respectively the 4 °, 5 °, 6 ° and 7 °;
2 ° A l' article R. 123-88, the reference to 8 ° is replaced by the reference to 6 °.
Article R. 123-38 is completed by a 10 ° reading:
" 10 ° In case of money order: the name, name of use, first name and domicile or the name and address of the head office of the managing director of the institution, as well as the particulars provided for in 1 ° and 2 ° of Article R. 123-237; the name, name The name and address of the principal office of the principal, as well as the particulars provided for in Article R. 123-237 of 1 ° and 2 °; the dates of the start and end of the contract of mandate with, where applicable, The indication that the contract is renewable by tacit renewal. "
1 ° Article R. 123-39 is replaced by the following:
" Art. R. 123-39. -If a transfer plan has been adopted, the transferee declares that the management of the assigned enterprise has been entrusted to him pending the completion of the acts necessary for the making of the assignment. The declaration includes the designation of the assignor. "
2 ° Article R. 123-68 is supplemented by the words", and Article R. 123-39 ".
In the second paragraph of article R. 123-42, the words: " The trade name, if used one, " Are deleted.
Article R. 123-46 is modified as follows:
1 ° At 1 °, the words: " Articles 492, 508 and 508-1 " And " Of these items " Are replaced by the words: " Of Article 440 " And " Of this item " ;
2 ° 1 ° bis and 3 ° are deleted. Consequently, the 4 °, 5 °, 6 °, 7 ° and 8 ° become respectively the 3 °, 4 °, 5 °, 6 ° and 7 °.
The following references are made to the following reference substitutions:
1 ° Article R. 123-51: 5 ° instead of 6 °;
2 ° Articles R. 123-45, R. 123-52 and R. 526-2: 6 ° instead of 7 °;
3 ° Article R. 123-128: 6 ° and 7 ° instead of 7 ° and 8 °.
Article R. 123-49 is supplemented by the following paragraph:
" In the case of a transfer from a secondary institution, the Registrar of the new institution or of the new address shall make the notification provided for in Article R. 123-47. "
Article R. 123-53 is replaced by the following:
" 2. Its legal form, specifying, where applicable, the fact that the company consists of a single partner and, where appropriate, the indication of the special legal status to which the company is subject; "
Article R. 123-54 is modified as follows:
1 ° At 1 °, the words: " Information concerning their nationality and marital status provided for in the 3 ° and 4 ° Are replaced by the words: " Their nationality " ;
2 ° At 2 °, after the words: " Members of the Executive Board, ' shall be inserted the words: ' President of the Executive Board or, where applicable, the sole Director General, " ;
3 ° b of the same 2 °, after the words: " Chairman of the Board of Directors shall be inserted the words: " Chairman of the Supervisory Board, ".
Article R. 123-73 is supplemented by the following paragraph:
" In the case of a transfer from a secondary institution, the Registrar of the new establishment shall make the notification provided for in Article R. 123-71. "
Article R. 123-78 is repealed.
Article R. 123-82 is replaced by the following:
" 3 ° A file containing the acts and documents which must be deposited in the Register of Trade and Companies, under this Code and any other legislative or regulatory provisions. "
The following paragraph is inserted after the eighth paragraph of Article R. 123-103:
" In the first registration, the articles established under private seing may be provided in copy of the originals. "
"Subparagraph 4
" Provisions Natural persons specific
" Art. R. 123-121-1. -Under his responsibility, the natural person shall, at the time of his application for registration, deposit in the forms provided for in Article R. 123-102 a certificate of issue of the information given to his or her common partner in goods on the consequences of the Debts incurred in the exercise of his profession on common property, established in accordance with a model defined by the custody of the seals, Minister of Justice. "
Article R. 123-125 is completed by the following paragraph:
" Where the Registrar is informed, pursuant to Article R. 123-168, that the person domiciled has not taken note of his letter for three months, he shall send to the person's domicile or legal officer and, where appropriate, to The address of the registered office or the establishment of a letter stating that, without news of its part, it shall be referred to its cessation of activity on the register. "
Article R. 123-133 is completed by a 3 ° thus written:
" 3 ° Where the leader who is the subject of an incapacity or a prohibition no longer carries out his duties. "
In R. 123-134, the words: " In Article R. 123-132 " Are replaced by the words: " R. 123-132 and R. 123-133 ".
I. -In Article R. 123-157, the words: Held indefinitely or " Are deleted after the words: " The names and names of the partners ".
II. Article R. 123-159 is supplemented by the following paragraph:
" (e) The indication of the changes. "
It is inserted after item R. 123-169, an article R. 123-169-1 thus written:
" Art. R. 123-169-1. -The penalty for failure to comply with the obligations set out in Article R. 123-168.
is punishable by the fine for the tickets of the 5th class. The same penalty shall be imposed for a business carrying on the business of the resident not to ensure that the person domiciled complies with the obligations referred to in Article R. 123-168
Persons, whether natural or legal, guilty of the offences provided for in this article shall be liable to the additional penalty of forfeiture of the thing that served or was intended to commit the offence or the thing that is the product thereof, in The conditions laid down in Articles 131-21 and 131-48 of the Penal Code. "
Section 1 of Chapter III of Title II of the book Ier is completed by a sub-section 4 thus written:
"Subsection 4
" From Publication of European company notices
" Art. R. 123-171-1. -The opinion provided for in Article 14 of Council Regulation (EC) No 2157/2001 on the Statute for a European Company (SE) of 8 October 2001, in the case of registration and cancellation of a European company, shall be drawn up and addressed by the Registrar Shall do so, to the authority responsible for the Official Journal of the European Communities, at the latest within the time limit referred to in Article R. 123-161.
" This opinion, which contains the particulars provided for in the second sentence of Article 14 of this Regulation, shall be drawn up in accordance with a model defined by the custody of the seals, Minister for
. Where appropriate, the Registrar shall indicate that the cancellation is the result of a transfer to another Member State of the seat of a European company registered in France. "
"A N N E X E 1-3
" 1 ° For Germany:
" Die Aktiengesellschaft;
" Die Kommanditgesellschaft auf Aktien;
" Die Gesellschaft mit beschränkter Haftung;
" 2 ° For Austria:
" Die Aktiengesellschaft;
" Die Gesellschaft mit beschraenkter Haftung;
" 3 ° For Belgium:
" De naamloze vennootschap;
" Of noototschap op aandelen;
" De personenvennootschap puts beperkre aansprakelijheid;
" 4 ° For Bulgaria:
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" 5 ° For Cyprus:
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" 6 ° For Denmark:
" Aktieselskab;
" Kommanditaktieselskab;
" Anpartsselskab;
" 7 ° For Spain:
" The sociedad anonima;
" Sociedad en comandita por acciones;
" La sociedad de responsabilidad limitada;
" 8 ° For Estonia:
" Aktsiaselts;
" Osaühing;
" 9 ° For Finland:
" Yksityinen osakeyhtiö/privat aktiebolag;
" Yulkinen osakeyhtiö/publikt aktiebolag;
" 10 ° For France:
" The anonymous company;
" The partnership by shares;
" Limited liability company;
" Simplified stock company;
" 11 ° For Greece:
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" 12 ° For Hungary:
" Reszvénytársaság;
" Korlátolt felelosségu társaság;
" 13 ° For Ireland:
" The public company limited by shares;
" The public company limited by guarantee and having a share capital;
" The private company limited by shares or by guarantee;
" 14 ° For Italy:
" Società per azioni;
" Società in accomandita per azioni;
" Società a responsiità limitata;
" 15 ° For Latvia:
" Akciju sabiedriba;
" Sabiedriba ar ierobezotu atbildibu;
" Komanditsabiedriba;
" 16 ° For Lithuania:
" Akcine bendrove;
" Uzdaroji akcine bendrove;
" 17 ° For Luxembourg:
" The anonymous company;
" The partnership by shares;
" Limited liability company;
" 18 ° For Malta:
" Kumpanija pubblika;
" Public limited liability company;
" Kumpanija privata;
" Private limited liability company;
" 19 ° For the Netherlands:
" De naamloze vennootschap;
" Besloten vennootschap put beperkte aansprakelijkheid;
" 20 ° For Poland:
" Spólka z ograniczona odpowiedzialnoscia;
" Spólka komandytowoakcyjna;
" Spólka akcyjna;
" 21 ° For Portugal:
" Anonima sociedade;
" Sociedade en commandita por acçoes;
" Sociedade por quotas;
" 22 ° For Romania:
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" 23 ° For United Kingdom:
" The public company limited by shares;
" The public company limited by guarantee and having a share capital;
" The private company limited by shares or by guarantee;
" 24 ° For Slovakia:
" Akciová spolecnost " ;
" Spolecnost s rucením obmedzenm ' " ;
" 25 ° For Slovenia:
" Delniska druzba;
" Druzba z omejeno odgovornostjo;
" 26 ° For Sweden:
" Aktiebolag;
" Komaditna delniska druzba;
" 27 ° For the Czech Republic:
" Spolecnost s rucením omezenm;
" Akciová spolecnost. "
Article R. 134-5 is completed by the following two paragraphs:
" The Commercial Officer shall declare, where appropriate, that he has made a declaration of enforceability of his rights in the building where his principal residence is fixed pursuant to Article L. 526-1, specifying the place of publication of that Declaration.
" It also declares the name, use name, first name, date and place of birth, domicile, where it is different from his, of his spouse who actually collaborates in his professional activity under the conditions laid down in Article R. 121-1. "
In the first paragraph of article R. 210-9, the words: " Under the following conditions " Are replaced by the words: " Under the conditions laid down in Article R. 210-3 ".
In R. 225-73, the words: " Management " Are replaced by the words: " The Executive Board ".
In Article R. 225-160, the reference to Article L. 225-208 is replaced by the reference to Article L. 225-209.
In the third paragraph of article R. 228-19, the reference to article R. 225-117 is replaced by the reference to article R. 225-115.
In Chapter VI of Title III of Book II, the Subdivisions: Section 1. General Provisions " And " Section 2. Specific provisions for public limited liability companies " Are deleted.
Articles R. 122-1 to R. 122-17 are repealed.
I. -Agent managers and their principals shall have a period of twelve months from the publication of this Decree in order to make the declarations provided for in Article R. 123-38 of the Commercial Code, in its drafting of the present Order.
II. -Registrars of the commercial courts shall, within 18 months from the date of publication of this Decree, delete all entries relating to marital status, spouse and matrimonial regime on The register of trade and companies, in application, in particular, of Articles R. 123-37, R. 123-46, R. 123-54 and R. 123-60 of the Commercial Code in their drafting of this
. -The persons domiciled shall comply with the obligations set out in Article R. 123-168 of the Commercial Code, in its drafting after this Decree, within six months of its publication.
The provisions of this Decree shall apply to Mayotte and the Wallis and Futuna Islands, with the exception of Articles 28, 40 and 41
New Caledonia, except for Articles 28, 31, 39 and 40.
The custody of the seals, Minister of Justice, and the Minister for Overseas shall each have responsibility for the execution of this Decree, which shall be published in the Official Gazette of the Republic French.
Done at Paris, May 9, 2007.
Dominique de Villepin
By the Prime Minister:
Guard of Seals, Minister of Justice,
Pascal Clément
The Minister for Overseas,
Herve Mariton
