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Decree No. 2013-340 Of April 22, 2013, With Consolidation Of The Regulatory Provisions Relating To The Exercise In The Form Of Company Of The Profession Of Land And Agricultural Expert And Expert On Holding Companies And Forestry...

Original Language Title: Décret n° 2013-340 du 22 avril 2013 portant codification des dispositions réglementaires relatives à l'exercice sous forme de société de la profession d'expert foncier et agricole et d'expert forestier et relatif aux sociétés de participation...

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Summary

Application of section 31-1 of Act No. 90-1258 of 31 December 1990.
Repeal of Decrees No. 86-636 of 14 March 1986 and No. 92-789 of 4 August 1992.

Keywords

AGRICULTURE , LIBERAL PROFESSION , FUNCIER EXPERT AND AGRICOLE , FOREST EXPERT , SOCIETY , SOCIETY OF FINANCIAL PARTICIPATION OF LIBERAL PROFESSION , SPFPL , SOCIETY D'EXERCICE LIBERAL , SEL , PROFESSIONAL ACTIVITY , EXERCISE OF THE PROFESSION , CIVILE PROFESSIONAL SOCIETY , SCP , CONSTITUTION , FUNCTIONING , STATUT


JORF no.0096 of 24 April 2013 page 7160
text No. 21



Decree No. 2013-340 of 22 April 2013 on the codification of regulatory provisions relating to the exercise in the form of a company of the profession of land and agricultural expert and of forest expert and on companies of financial participations of liberal profession of land and agricultural experts and forest experts

NOR: AGRS1238868D ELI: https://www.legifrance.gouv.fr/eli/decret/2013/4/22/AGRS1238868D/jo/texte
Alias: https://www.legifrance.gouv.fr/eli/decret/2013/4/22/2013-340/jo/texte


Publics concerned: forest experts and land and agricultural experts.
Subject: companies of professional financial participation of forest experts and land and agricultural experts; conditions of incorporation, operation and dissolution; companies of land and agricultural experts and forest experts; codification of regulatory provisions.
Entry into force: the text comes into force on the day after its publication.
Notice: This decree specifies the conditions for the operation of companies of liberal financial participations of forest experts or land and agricultural experts and the conditions for their dissolution. These companies hold shares of liberal (SEL) corporations or foreign legal groups for the exercise of the professions of forest experts or land and agricultural experts. The majority of the capital of these companies must be held by forest experts and land and agricultural experts. Companies must be registered on a list held by the National Council of Agricultural and Forestry Land Expertise.
This Decree also provides for the codification of the provisions of Decree No. 86-636 of 14 March 1986 applying to the profession of land and agricultural expert and forest expert Act No. 66-879 of 29 November 1966 Civil Professional Corporations and Decree No. 92-789 of 4 August 1992 for the application to the profession of land and agricultural expert or forest expert of the provisions of the Act No. 90-1258 of 31 December 1990 relating to the exercise, in the form of societies, of liberal professions subject to legislative or regulatory status or whose title is protected.
References: the rural code and the marine fisheries amended by this decree can be consulted, in its drafting from this amendment, on the website Légifrance (http://www.legifrance.gouv.fr). This text is taken in particular for the application of theArticle 31-1 of Act No. 90-1258 of 31 December 1990 amended in the form of companies of liberal professions subject to legislative or regulatory status or whose title is protected and to companies of financial participation of liberal professions.
The Prime Minister,
On the report of the Minister of Agriculture, Agri-Food and Forestry,
Vu le insurance code ;
Vu le Civil code ;
Vu le Trade codeincluding his book II;
Vu le monetary and financial code ;
Considering the rural code and the maritime fisheries, including title VII of Book I;
Vu la Act No. 66-879 of 29 November 1966 relating to professional civil societies;
Vu la Act No. 90-1258 of 31 December 1990 amended in the form of companies of liberal professions subject to legislative or regulatory status or whose title is protected and to companies of financial participation of liberal professions, including section 31-1;
Vu le Decree No. 78-704 of 3 July 1978 relating to the application of Act No. 78-9 of 4 January 1978 amending Title IX of Book III of the Civil Code;
Considering the opinion of the National Council of Agricultural and Forestry Land Expertise dated 4 February 2013;
Considering the advice of the National Society of Forest Engineers and Experts on 7 February 2013;
Considering the opinion of the Confederation of Land Experts of 13 February 2013;
The State Council (section of public works) heard,
Decrete:

Article 1 Learn more about this article...


After chapter II of title VII of Book I of the Rural Code and Maritime Fisheries (regulatory part), a chapter III and chapter IV are inserted as follows:


“Chapter III



"Common practice societies of professions
land and agricultural expert and forest expert



“Section 1



“Professional civil societies



"Subsection 1



“Constitution of society



“Paragraph 1



“General provisions


"Art. R. 173-1.-Two or more natural persons, listed on the list of land and agricultural experts and forest experts provided for in Article L. 171-1 or meeting the conditions for inclusion in this list, may constitute a professional civil society for the joint exercise of their expertise activities.
"These societies receive the name of professional civil societies of land and agricultural experts or professional civil societies of forest experts or professional civil societies of land and agricultural experts and forest experts.
"The associates can only bear the title of associated land and agricultural expert or associated forest expert, excluding that of land and agricultural expert or forest expert.
"Art. R. 173-2.-The company is constituted under the suspensive condition of its listing of land and agricultural experts and forest experts.
"The application for registration must be submitted collectively by the partners in the year of incorporation, by registered letter with request for notice of receipt, to the National Committee referred to in Article L. 171-1.
"It must be accompanied by the following supporting documents:
« 1° A copy of the statutes and, if it has been established, of the rules of procedure as well as, where applicable, an shipment or a copy of the constitutive act;
« 2° Documents establishing the civil status of each partner;
« 3° Not yet registered partners must attach the necessary documents to their application for personal registration on the list, listed in R. 171-12;
« 4° A certificate from the Registrar of the Court of Commerce or the Court of Grand Instance commercially ruling the place of the head office stating that the application and documents required for the subsequent registration of the company in the register of commerce and companies are filed at the office of the clerk.
"Art. R. 173-3.-Registration may only be granted if the situation of each of the partners meets the terms and conditions of the title, if the statutes conform to the existing legislative or regulatory provisions.


“Paragraph 2



“Statutes, capital, social shares, industrial shares


"Art. R. 173-4.-If the statutes are established by act under private seing, it is made as many of the originals as it is necessary to hand over a copy to each partner and to satisfy the provisions of this section.
"Art. R. 173-5.- Without prejudice to the provisions only under the Articles 8,10,11,14,15,19,20 and 24 of Act No. 66-879 of 29 November 1966 relating to professional civil societies, they may contain, inter alia, the distribution of shares, managers, the name, the distribution of profits, the social debts, the assignments of shares and the dissolution of the corporation and the provisions of section 2 of chapter I of this title, the statutes shall state:
« 1° The head office of the society;
« 2° The duration for which the corporation is constituted;
« 3° The name, first name, date and place of birth, nationality, marital status, occupation and domicile of each partner;
« 4° The distinct nature and assessment of each of the contributions made by the partners;
« 5° The amount of social capital, the number, the nominal amount and the distribution of social shares representative of this social capital;
« 6° The assertion of total or partial liberation, as the case may be, of contributions contributing to the formation of social capital;
« 7° The number of interest shares assigned to each industry provider.
"Art. R. 173-6.-May be subject to property or enjoyment contributions to a professional civil society subject to this regulation:
« 1° All immovable, immovable or immovable intangible rights and, in particular, the right of a partner or his beneficiaries to present the company as successor to his clientele;
« 2° All documents and archives;
« 3° All furniture for professional use;
« 4° All buildings or premises useful for the exercise of the profession;
« 5° All are in cash.
"Indusions to industry that, by virtue ofArticle 1843-2 of the Civil Code, do not contribute to the formation of social capital may result in the allocation of shares of interest. These are incessant. They must be cancelled when their licensee loses its membership for any cause.
"Art. R. 173-7.-The nominal amount of each social share cannot be less than 1,500 euros.
Social shares cannot be given by swimming.
"Social shares representing a cash contribution must be released on the subscription of at least half of their nominal amount.
"The release of the surplus must intervene, in one or more times, either on the dates provided by the statutes, or on the decision of the meeting of the associates and no later than two years from the registration of the company on the list.
"In the eight days of their receipt, funds from the release of cash contributions are deposited, on behalf of the company, the Caisse des dépôts et consignations, at a notary or in a bank. The withdrawal of these funds is made by the corporation's agent on the basis of the company's listing.


“Paragraph 3



“Company registration and publicity of its constitution


"Art. R. 173-8.-By derogation from articles 22,24 and 26 of Decree No. 78-704 of 3 July 1978, relating to the application of Act No. 78-9 of 4 January 1978 amending Title IX of Book III of the Civil Code, the company is exempted from inserting in a legal notice log the notices provided for in these articles.
"Art. R. 173-9.-The company's application for registration in the trade and corporate register is established under the conditions specified in Articles R. 123-53 et seq. of the Commercial Code except those set out in 1° and 2° of article R. 123-54 of this code.
"The application must also indicate the name and name of the manager, or that all partners are manager.
"Art. R. 173-10.-The National Committee referred to in Article L. 171-1 of this Code shall address an ampliation of the company's registration decision on the list at the office of the Commercial Court or the Court of Grand Instance commercially ruling where the application for registration has been filed in the trade and corporate register.
"At the receipt of this amplification, the clerk shall register the company in the register of commerce and companies.


"Subsection 2



“Company operation



“Paragraph 1



“Corporation Administration


"Art. R. 173-11.-The statutes organize stewardship and determine the powers of the managers under the conditions provided by theArticle 11 of Act No. 66-879 of 29 November 1966.
"Art. R. 173-12.-Any decision exceeding the manager's powers is taken by the associates gathered in the general assembly. This assembly must meet at least once a year. It must also be brought together when one or more partners, representing at least half in numbers or quarters of social capital, apply to the manager by indicating the proposed agenda.
"Art. R. 173-13.-In addition to the cases provided for in articles R. 173-16 and R. 173-20, decisions are made by a majority of the votes available to the partners present or represented.
"In all cases, the statutes may provide for a stronger majority or even the unanimity of the partners for all decisions or only for those listed.
"Art. R. 173-14. -Any deliberation of the meeting shall result in the establishment of a verbatim record signed by the associates present, including the date and venue of the meeting, the issues on the agenda, the identity of the associates present or represented, a summary of the debates, the text of the resolutions put to the vote and the result of the votes.
"The minutes are prepared on a special register, previously listed and issued in accordance with provisions of Article 45 of Decree No. 78-704 of 3 July 1978. The register is kept at the head office. It can be consulted by any partner.
"Art. R. 173-15.-Each associate has an equal number of votes regardless of the number of shares it owns. However, the statutes may assign a reduced number of votes to associates who practise only part-time.
"An associate may give a written mandate to another partner to represent him at the assembly. However, an associate may not carry more than two mandates.
"The assembly can only deliberate validly if at least three quarters of the associates are present or represented. If the quorum is not reached, the partners must be summoned once again and the assembly shall deliberate validly if at least two partners are present or represented.
"Art. R. 173-16.-The amendment of the statutes and the extension of the corporation and the adoption or amendment of the rules of procedure shall be decided by a three-quarters majority of all partners. The increase in partners' commitments can only be decided unanimously.
"Art. R. 173-17.-After the closure of each fiscal year, the manager(s) shall establish, under the conditions established by the statutes, the annual accounts of the corporation and a report on the results of the corporation.
"The documents referred to in the previous paragraph are subject to the approval of the Associates' Meeting within three months of the closing of the fiscal year. To this end, they are addressed to each partner, with the text of the proposed resolutions, at least fifteen days before the meeting of the General Assembly and, at the latest, with the convening at that meeting.
"Art. R. 173-18.-Each partner may, at any time, be aware of social reports and accounts relating to prior years, records of records, records and records of record and accounting records, which are prescribed by the statutory or regulatory provisions relating to the profession and, more generally, of all documents held by the company.
"Art. R. 173-19.-The remuneration served on the shares of social capital cannot exceed the rate of advances on securities of the Bank of France.
"The surplus of profits is, after the eventual establishment of reserves, distributed among associates on a periodic basis based on the professional criteria established by the statutes.


“Paragraph 2



« Cession and transmission of social parts


"Shipping is a strong partner.
"Art. R. 173-20.-Social shares are freely available between partners unless otherwise stipulated by the statutes.
"They can only be assigned to third parties, on a costly or free basis, with the consent of the company expressed under the conditions set out in theArticle 19 of Act No. 66-879 of 29 November 1966 and, where the assignee is not already listed on the list of land and agricultural experts and forest experts, if the assignee meets the requirements for carrying out its activities.
"In this case, the assignment is concluded in the suspensive condition of the assignee's registration on this list.
"Art. R. 173-21.-In the event that an associate decides to assign shares to a third party foreign to the company, the project of assignment of shares is notified to the company and to each of the partners either by registered letter with request for a notice of receipt, or in one of the forms provided for in the CompanyArticle 1690 of the Civil Code.
"In the two-month period from the date of notification of the transfer project by the transferor to the company, the company shall notify its express consent to the assignment or its refusal in the forms provided for in the preceding paragraph. If the company has not made its decision known, consent is implicitly given.
"Art. R. 173-22.-In the event that the company refuses to consent to the assignment, it shall have a period of six months from the notification of its refusal to notify the partner, in one of the forms provided for in the first paragraph of Article R. 173-21, of a plan to assign or repurchase its shares, which constitutes an undertaking of the assignee or company.
"If the proposed price for the assignment or redemption is not accepted by the assignor, it is fixed in accordance with provisions of Article 1843-4 of the Civil Code.
"When the assignor refuses to sign the sale of his shares at the price so fixed, he went in addition to that refusal two months after the summation, to him by the company in one of the forms provided for in the first paragraph of Article R. 173-21, and remained unsuccessful.
"If the assignment relates to all of the shares held by the partner, the partner loses its status as a partner upon expiry of the period provided for in the preceding paragraph. The disposal price of the shares shall be recorded at the diligence of the assignee.
"Art. R. 173-23.-When an associate intends to withdraw from the company pursuant toArticle 21 of Act No. 66-879 of 29 November 1966, it shall notify the corporation in one of the forms provided for in the first paragraph of Article R. 173-21.
"The company has a period of six months from this notification to notify the partner, in the same form, either a project to assign its shares to a partner or to a third party on the list of land and agricultural experts or forest experts, or a project to repurchase such shares by the company. This notification implies a commitment by the assignee or the company that acquires. It shall, as appropriate, apply the provisions of the second, third and fourth paragraphs of R. 173-21.
"Art. R. 173-24.-The partner permanently removed from the list has a period of six months from the day the radiation became final to yield its social shares.
"If, at the expiry of this period, no assignment has taken place, it shall be carried out in accordance with the provisions of Article R. 173-23.
"Art. R. 173-25. - Subject to the rules of protection and representation of the incapable, the provisions of Article R. 173-24 are applicable to the assignment of the social shares of the partner who is legally prohibited or placed under the guardianship of the majors.
"Case after death of an associate.
"Art. R. 173-26.-The deadline provided for by second paragraph of Article 24 of Act No. 66-879 of 29 November 1966 for the assignment of shares of the deceased partner is fixed to one year from the death of the partner. It may be renewed by the prefect at the request of the persons entitled to the deceased partner and with the consent of the corporation given under the conditions provided for the assignment of the shares by the first paragraph of section 19 of the aforementioned law.
"Art. R. 173-27.-If, during the period provided for in the preceding article, the person or persons entitled to dispose of the social shares of the author to a third person outside the company, the second paragraph of article R. 173-20 and articles R. 173-21 and R. 173-22 shall be carried out. During the same period, if the company, surviving partners or one or more of them agree, in accordance with the deceased expert's right(s) to acquire the social shares of the deceased expert, it shall be carried out in accordance with the provisions of Article R. 173-21.
"Art. R. 173-28.-Any request from a deceased partner for preferential attribution to their benefit from the social shares of their author is notified to the corporation and to each of the partners in one of the forms provided for in the first paragraph of Article R. 173-21.
"Art. R. 173-29.-Where, at the expiry of the period provided for in section R. 173-26, the deceased partner's rights have not exercised the power to assign the social shares of their author and if no prior consent of the preferential award has been given by the company, the latter has one year to acquire, under the conditions provided for in section R. 173-22.
"If the shares are assigned to a third party, the provisions of the second paragraph of Article R. 173-20 and Articles R. 173-21 and R. 173-22 shall apply.
"If they are acquired by the company, by the partners or by some of them, it is done in accordance with the provisions of Article R. 173-22.
"Advertising the assignment of social shares.
"Art. R. 173-30. -The advertisement of the assignment of shares is carried out in accordance with provisions of Article 52 of Decree No. 78-704 of 3 July 1978. In the case provided for in the third paragraph of Article R. 173-22, the advertisement of the assignment shall be made by the filing under the same conditions of two certified copies of the summation addressed to the assignor together with the justifications for the notification or service of that summation.
"Art. R. 173-31. - Within one month, the assignee shall inform of the assignment of the National Committee referred to in Article L. 171-1.


“Paragraph 3



“Change of the statutes


"Art. R. 173-32.-In the limits set out in the last paragraph of section R. 173-1, the number of associates may be increased during the existence of the corporation, with or without increase in social capital.
"Art. R. 173-33.-If the constitution of reserves or the release of surplus-value permits, the increase of social capital shall be made periodically. The social shares thus created are attributed to the partners, including those who have only brought their industry, under the conditions determined in the second paragraph of Article R. 173-19, for the distribution of profits.
"This capital increase cannot take place before the total release of the social shares corresponding to cash flows.
"Art. R. 173-34.-Any modification of the statutes shall be brought, within one month, by the manager or by the manager, to the knowledge of the National Committee.
"The rules of procedure, if established after the application for registration, and any amendments to these regulations shall be notified to the National Committee under the same conditions.


“Paragraph 4



« Withdrawal from a partner


"Art. R. 173-35.-The partner whose contribution is exclusively of industry must, to withdraw from the company, notify the company of its decision in the forms provided for in the first paragraph of Article R. 173-21. Its withdrawal shall take effect on the date it indicates or, if not, on that notification. However, the statutes may provide that the withdrawal will only take effect upon the expiration of a period of time, without the period exceeding six months from the notification made by the partner.
"Art. R. 173-36.-The socially owned partner may, provided that the company is informed in the forms set out in the first paragraph of Article R. 173-21, cease the professional activity that it carries on within that corporation before the end of the procedure for the transfer or redemption of its shares. It shall, if any, respect the time limit set by the statutes, without the time limit exceeding six months from the notification of termination of activity.
"Art. R. 173-37.-The partner loses, from the date of his or her cessation of activity, the rights attached to his or her status as a partner, with the exception, however, of remuneration relating to capital contributions and of his or her potential share in capital and on reserves and asset surplus-values; it ceases on the same date to be subject to the incompatibility and prohibitions attached to this quality.
"The termination of professional activity of a partner is carried by the manager or by the managers to the knowledge of the National Committee.


“Paragraph 5



« Exercise of the profession


"Art. R. 173-38.-The legislative and regulatory provisions relating to the wearing of the title of land and agricultural expert and the exercise of that profession are applicable to members of society and, to the extent that they are applicable to legal persons, to professional civil society itself.
"Different obligations, prohibitions and incompatibility.
"Art. R. 173-39.-The qualification of professional civil society as a land and agricultural expert or professional civil society as a forest expert or professional civil society as a land and agricultural expert and a forest expert, other than any other, must accompany the name in any correspondence and document emanating from society. It is supplemented by the company's registration number in the trade and corporate register.
"In professional acts, each partner presents himself under his personal name and indicates, in addition to his or her family name, the social name of the corporation determined in accordance with provisions of Article 8 of Act No. 66-879 of 29 November 1966.
"Art. R. 173-40. - An associate may practise his profession individually; it can also be a member of another professional civil society.
"Art. R. 173-41. -The quality of associated land and agricultural expert or associated forest expert is assimilated to that of land and agricultural expert or forest expert for the collation of the title of honorary land and agricultural expert or honorary forest expert.
" Accounting and insurance.
"Art. R. 173-42. -All records and documents are open and established on behalf of the corporation.
"Art. R. 173-43. - It is up to the company to justify the professional liability insurance provided to the third paragraph of Article 16 of Law No. 66-879 of 29 November 1966.


“Paragraph 6



“Discipline


"Art. R. 173-44. -The company may be subject to disciplinary proceedings independently of those that may be brought against the partners. The penalties and disciplinary proceedings provided for in articles L. 171-1 and R. 171-18 to R. 171-29 are applicable to companies governed by this section who are represented in this procedure in accordance with their statutes.
"Art. R. 173-45.-The partner permanently removed from the list is obliged to withdraw from the company, the person who is temporarily removed may, by unanimous decision of the other partners, be forced to withdraw from the company. The social shares of the radiate partner are assigned under the conditions set out in R. 173-24.


"Subsection 3



“Dissolution and liquidation of the company



“Paragraph 1



“Dissolution


"Art. R. 173-46.-The early dissolution of the company can only be decided by at least three quarters of the partners.
"Art. R. 173-47. -The company is completely dissolved by the simultaneous death of all its partners or the death of the last survivor.
"Art. R. 173-48. - In the case of delisting all partners from the list of land and agricultural experts and forest experts, the company is dissolved in full law. Under these conditions, partners cannot be appointed liquidators.
"Art. R. 173-49.-If there is only one partner, the partner may, within the time limit provided for in second paragraph of section 26 of Act No. 66-879 of 29 November 1966, assign part of its shares to a third party on the list of land and agricultural experts or forest experts, or fulfilling the conditions for such registration. Otherwise, the company may be dissolved under the conditions set out in the article.
"Art. R. 173-50.-Any judicial decision finding nullity or pronouncing the dissolution of a society shall be brought to the attention of the National Committee by the secretary-registrar of the jurisdiction seized.


“Paragraph 2



« Liquidation


"Art. R. 173-51. -In no case can the liquidator be entrusted to a person against whom a temporary or final radiation has been pronounced.
"Art. R. 173-52.-The act of appointing liquidators, whatever its form, is addressed by the latter to the National Committee. The liquidator shall inform the committee of the closure of the liquidation.
"Art. R. 173-53.-In the cases provided for by second paragraph of Article 37 of Law No. 66-879 of 29 November 1966 in respect of companies adopting the status of cooperative companies, the net assets of the corporation that are subject to the termination of the liability and the repayment of the capital shall be distributed among the partners to the pro rata of the shares held by each of them, including the shares corresponding to the contributions in industry.


“Section 2



"Liberal Exercise Corporations


"Art. R. 173-54. -The provisions of this section govern corporations incorporated under the Title I of Act No. 90-1258 of 31 December 1990 relating to the exercise in the form of companies of liberal professions subject to legislative or regulatory status or whose title is protected and whose social purpose is the common exercise of the professions of land and agricultural expert or forest expert. These companies are called a liberal practice company of land and agricultural experts or forest experts.
"Art. R. 173-55.-The acts and documents intended for third parties, including letters, invoices, announcements and other publications, from a liberal practice company of land and agricultural experts or forest experts, must indicate the name of the corporation preceded or followed immediately, as the case may be:
"—that is, "a liberal exercise company with limited responsibility of land and agricultural experts or forest experts" or the mention " SELARL of land and agricultural experts or forest experts ”;
"—that is, "a liberal exercise company with an anonymous form of land and agricultural experts or forest experts" or the mention " SELAFA of land and agricultural experts or forest experts”;
"—i.e. the mention of "liberal exercise company in command by shares of land and agricultural experts or forest experts" or the mention of "SELCA of land and agricultural experts or forest experts";
"– either of the mention of "liberal exercise company by simplified shares of land and agricultural experts or forest experts" or the mention "SELAS or forest experts";
"as well as the denunciation of its social capital, its head office and the mention of its registration on the list of land and agricultural experts and forest experts provided for in Article L. 171-1.
"Art. R. 173-56.-The company's application for registration on the list of land and agricultural experts and forest experts must be submitted, in the year of the company's constitution, by the partners, by registered letter with request for notice of receipt addressed to the National Committee referred to in Article L. 171-1. It shall be accompanied by the following:
« 1° From the justification that it is satisfied by natural persons proposing to practise in the liberal practice society of the professions of land and agricultural expert or forest expert under the conditions provided for in Article L. 171-1;
« 2° A copy of the statutes and, if it has been established, of the rules of procedure as well as, where applicable, an shipment or a copy of the constitutive act;
« 3° Documents establishing the civil status of each partner;
« 4° A certificate from the Registrar of the Commercial Court or the Court of Grand Instance of a commercial decision of the place of the head office stating that the application and documents required for the subsequent registration of the company in the register of trade and companies are filed at the office of the clerk;
« 5° The distribution of capital among partners.
Any modification of any of these elements must be notified within three months and under the same conditions as the application for registration.
"Art. R. 173-57.-The National Committee referred to in Article L. 171-1 shall send a copy of the company's registration decision on the list to the Registry of the Commercial Court or of the Commercial Court of Great Instance where the application for registration was filed in the Trade and Corporate Register.
"On receipt of this copy, the Clerk shall register the company in the trade and corporate register.
"Art. R. 173-58. -The majority of the capital of the liberal corporations constituted for the exercise of the profession of land and agricultural expert or forest expert must be held by land and agricultural experts or practising forest experts.
"Art. R. 173-59. - Direct or indirect detention of shares or shares of the social capital of a liberal exercise company of land and agricultural experts or forest experts is prohibited:
“– to natural or legal persons engaged in an activity that involves the acquisition of furniture or real estate in an ordinary manner for resale;
“– to natural or legal persons referred to in Articles L. 511-1 and L. 519-1 of the Monetary and Financial Code and natural or legal persons referred to in Articles L. 310-1 and L. 511-1 of the Insurance Code ;
"– to natural or legal persons carrying out one of the following activities: timber dealers or brokers, forest operators, sawmills, furniture manufacturers, nursery companies, reforestation companies;
"– to public communities and their groups, public institutions and mixed economy societies.
"Art. R. 173-60.-The Associate Land and Agricultural Expert or Forest Expert is excluded from the company if it has been subject to a final delisting of the list.
"The property and agricultural expert partner or forest expert may be excluded from the company if it has been temporarily removed from the list.
"The exclusion decision is decided under the conditions of majority provided by the statutes.
"Art. R. 173-61.-Any excluded partner shall dispose of his or her social shares or shares of a period of six months from the notification made to him of this decision by the company, by sending a recommended letter with request for notice of receipt.
"During this period, the excluded partner loses remuneration related to the exercise of his professional activity and his right to attend and vote at the meetings of the society. It retains its right to collect dividends distributed under its shares or shares.
"The social shares or shares of the excluded partner are purchased either by a purchaser approved by the company or by the company which must then reduce its capital. In the absence of a friendly agreement, the purchase price is determined under the conditions provided by theArticle 1843-4 of the Civil Code.
"Art. R. 173-62.-The partner removed from the list on a temporary basis, not excluded from the company, retains during the term of his sentence his status as a partner with all the rights and obligations arising therefrom, excluding his vocation to remuneration paid by the company in relation to the exercise of his professional activity.
"The deletion of the list of a partner of a liberal exercise company, constituted for the exercise of the professions of a land and agricultural expert or a forest expert, shall prevail the prohibition of exercising for society itself when the person concerned is alone to practise within the company.
"Art. R. 173-63.-The liberal exercise companies, which are constituted for the exercise of the professions of land and agricultural expert or forest expert, may be removed from the list for serious professional misconduct of one or more partners, under the conditions provided for in articles L. 171-1 and R. 171-18 to R. 171-29 of this Code.


“Chapter IV



"Financial equity companies
of the liberal profession


"Art. R. 174-1.- Land and agricultural experts or forest experts may constitute, under the conditions provided for in theArticle 31-1 of Act No. 90-1258 of 31 December 1990, one or more companies of financial participations of liberal professions of land and agricultural experts, or forest experts whose purpose is to hold shares or shares of liberal corporations constituted for the exercise of the same profession or foreign legal groupings for the purpose of exercising the same profession.
"The addition of capital and voting rights can also be held:
« 1° For a period of ten years from the termination of any professional activity by natural persons who have practised the profession of land and agricultural expert or forest expert;
« 2° By the persons entitled to the physical persons referred to in the preceding paragraphs, for a period of five years following the death of such persons;
« 3° By persons exercising a liberal profession subject to legislative or regulatory status or whose title is protected other than liberal health professions or liberal legal or judicial professions.
"These companies are governed by the provisions of Book II of the Commercial Code, subject to the provisions of this chapter.
"Art. R. 174-2.-People referred to in Article R. 173-59 and holders of public and ministerial officers shall not hold shares or shares of the social capital of a company of financial participations of liberal professions of land and agricultural experts or forest experts pursuant to 1°, 2° or 3° of Article R. 174-1.
"Art. R. 174-3. -The company is subject to a request for registration on a special list established by the National Council of Agricultural and Forestry Land Expertise Committee pursuant to Article L. 171-1. The application is made by a joint agent designated by the partners. It is accompanied by a copy of the statutes of the company and the list of associates with an indication, as the case may be, of their profession or of their quality followed, for each, of the mention of the share of capital and the voting rights held in the society.
"Art. R. 174-4.-The Committee of the National Council of Agricultural and Forestry Lands Expertise shall rule on the application for registration under the conditions laid down in Article L. 171-1.
"Art. R. 174-5.-Without prejudice to the provisions of Articles R. 123-31 and following of the Trade Code a copy of the company's registration on the special list established by the committee shall be sent by the common agent to the registry of the court where the application for registration has been filed in the trade and corporate register.
"On receipt of this document, the Clerk shall register and inform the Committee of the National Council of Agricultural and Forestry Land Expertise.
"Art. R. 174-6.-The company of financial participations of liberal professions of land and agricultural experts, or forest experts, shall notify the committee of the National Council of the agricultural and forestry land expertise, within thirty days of the date on which it occurs, of any change in the situation reported under section R. 174-3.
"Art. R. 174-7.-If the company of financial participations of liberal professions of land and agricultural experts, or forest experts, ceases to comply with the existing legislative and regulatory provisions, the committee invites it to regularize the situation within a period that cannot exceed six months.
"If, upon expiry of this period, the company has not regularized the situation, the chair of the committee may invite the partners, by registered letter with acknowledgement of receipt, to declare the early dissolution of the society in accordance with the forms provided for in the statutes. It shall send a copy of this letter to the Chair of the Disciplinary Committee under the conditions set out in subsection 1 of section 3 of Chapter I of this title.
"Art. R. 174-8.-Each company of financial participations of liberal professions of land and agricultural experts, or forest experts, may be subject to control by the committee of the National Council of Agricultural and Forestry Land Expertise on compliance with the legislative and regulatory provisions governing the composition of its capital, the distribution of voting rights in society and the extent of its activities.
"As such, the committee may request the transmission of any documents necessary for such control.
"Art. R. 174-9.-The failure to comply with the provisions governing the formation and operation of financial participation companies of the liberal professions of land and agricultural experts or forest experts by the associated land and agricultural experts or forest experts of such a society may result in disciplinary proceedings under the conditions and in accordance with the procedure provided for under Article L. 171-1.
"Art. R. 174-10.-In the event of liquidation, the liquidator is chosen among the partners of the company of financial participations of liberal professions of land and agricultural experts or forest experts.
" Several liquidators can be designated.
"The liquidator may be replaced for reasons of incapacity, or for any other serious reason, by the president of the court of large instance of the place of the company's head office, at the request of the liquidator himself, the associates or their beneficiaries, or the chair of the committee of the National Council of Land, Agriculture and Forestry Expertise.
"Art. R. 174-11. -The dissolution of the company is brought to the attention of the chair of the committee of the National Council of Agricultural and Forestry Expertise at the diligence of the liquidator, who sends him an expedition of the deliberation of the associates or of the court decision that appointed him in his office.
"The liquidator shall file with the Registry responsible for the maintenance of the business register and the companies in which the company is registered, to be placed on the record opened on behalf of the company, a copy of the shipment provided for in the first paragraph of which any interested person may obtain communication.
"Art. R. 174-12.-The liquidator shall dispose of the shares or shares that the company of financial participations of the liberal professions of land and agricultural experts, or of forest experts shall hold in the practice company(s) of the profession of land and agricultural expert, or forest expert.
"Art. R. 174-13.-The liquidator shall inform the committee of the National Council of Land, Agriculture and Forestry Expertise and the clerk responsible for the maintenance of the trade register and the companies in which the company is registered, the closing of the liquidation operations. »

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In the last paragraph of Article R. 171-10 of the Rural and Maritime Fisheries Code, the words "by the Decrees No. 86-636 of 14 March 1986 and No. 92-789 of 4 August 1992 are replaced by the words: "by the provisions of Chapter III of this title".

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Are repealed:
1° The Decree No. 86-636 of 14 March 1986 applying to the profession of land and agricultural expert and forest expert Act No. 66-879 of 29 November 1966 relating to professional civil societies;
2° The Decree No. 92-789 of 4 August 1992 for the application to the profession of land and agricultural expert or forest expert of the provisions of the Act No. 90-1258 of 31 December 1990 relating to the exercise, in the form of societies, of liberal professions subject to legislative or regulatory status or whose title is protected.

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The Minister of Agriculture, Agri-Food and Forestry is responsible for the execution of this Order, which will be published in the Official Journal of the French Republic.


Done on 22 April 2013.


Jean-Marc Ayrault


By the Prime Minister:


Minister of Agriculture,

agri-food and forest,

Stéphane Le Foll


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