COMMERCIAL AND CORPORATE LAW

The choice should take into account minimum capital, the number of shareholders, the ease of transferring shares and the shareholders’ liability. In a limited company, shares are transferred before a notary and require general assembly approval; shareholders may also be liable, in proportion to their shares, for the company’s uncollectable public debts. In a joint-stock company, share transfers are more flexible and shareholders, as a rule, do not incur such liability.

In a limited company, a shareholder may withdraw under the articles of association if they grant a right of withdrawal, or otherwise by court decision where there is just cause. In a joint-stock company, exit is as a rule achieved by transferring the shares; a minority holding a certain percentage may sue for dissolution of the company where there is just cause.

An action to annul a general assembly resolution that breaches the law, the articles of association or the principle of good faith must be filed within three months of the resolution. A declaration that a resolution is null and void is not subject to any time limit.

For commercial monetary claims and damages, including actions to set aside an objection, applying to a mediator first is mandatory. If the claim is based on an invoice or a negotiable instrument, it can also be collected through enforcement proceedings.

The cheque must be presented to the bank within the presentment period and a “no funds” record obtained. A fast-track enforcement procedure specific to negotiable instruments can then be started, and a complaint can also be filed against the drawer under the Cheque Law.

It is a court-approved payment plan agreed between a debtor who cannot pay, or is at risk of being unable to pay, its debts when due and its creditors. During the temporary moratorium granted by the court, no new enforcement proceedings can be brought against the debtor and existing proceedings are stayed.