“Simple company”

The contract must determine each associate’s participation to the benefits and losses of the company. Where the contract does not specify each associate’s particiption to the benefits and losses, the participation is proportionate to each associate’s contribution.

The modalities of the profit distribution are determined in the contract. Allocating all profits to one associate, or excluding an associate from the right to participate to the profit distribution, will render the contract void, unless the contract can be validly requalified.

Illimited, unless otherwise agreed by the Parties to the contract. If the company has been incorporated for the execution of a specific operation, the company is deemed to have been incorporated for the time necessary for the execution of that operation.

A private contract

No seed funding is required by law.

Two.

No financial plan is required. It may, however, be advised depending on the social purpose.

Participation shares (reflective of each associate’s participation to the benefits and losses of the company).

The associates of a simple company have equal voting rights.

Participation shares are not transferable, unless otherwise contractually agreed.

If an associate fails to respect the contract, the contract may be terminated, as long as this termination does not hinder the contract’s existence and purpose for the other associates.

The managers are liable for the exercice of their mandate.

All decisions taken by the associates’ General Meeting concerning the company’s affairs or aiming at amending the company’s deed, are taken unanimously. However, the contract may provide that decisions are to be taken through a simple majority, except if the decision aims at modifying the social purpose.

The company’s affairs are managed by mandated “managers”, who may but must not be associates. Unless the contract defines that these managers must act jointly, they are allowed to act separately in the limits of their specific mandate.

As any agent, the manager’s mandate can be revoked at any moment. However, if the managers are appointed through a specific provision of the contract,  they can only be dismissed based on just and proper grounds appreciated by a judge, or by unanimous (or majority if so provided) decision of the associates.

The company is represented by its managers, in the limits of their mandate.

If the contract remains silent on the management of the company, the associates are deemed to have authorised each other individuallyto act on behalf of all others. However in this case, associates may chose to distance themselves from such acts before they are taken.