00:10Defined within the Civil Code, a company is the fundamental legal act by which at least two persons, or
00:15In single-member companies, they decide to pool assets, sums of money, or their knowledge.
00:20-making, industry.
00:21The aim is to share the benefits or to take advantage of any resulting gains, while also making a commitment.
00:27to contribute to potential losses. It thus constitutes the legal framework of the company.
00:32Affectio societatis
00:33Essential psychological and legal elements, affectio societatis refers to the deliberate, active, and egalitarian will of each partner to collaborate
00:41together towards a common goal. Without this mindset, society risks being labeled fictitious.
00:47Its gradual disappearance within a structure is a frequent cause of disagreements that paralyze the functioning of the company.
00:53which could lead to its early dissolution through legal proceedings.
00:56Status
00:57The articles of association, a foundational and mandatory document drawn up in writing, constitute the supreme charter of the company. They define its identity.
01:05name, headquarters, capital, its lifespan, limited to 99 years, and establish the governance rules by organizing the
01:12distribution of power between managers and partners.
01:22Legal personality
01:42Legal personality
02:13RCS
02:14Undertakes to operate in accordance with its statutes. It rigorously defines the scope of action of the directors. Any act subscribed to in
02:20Violation of this object may be punishable.
02:22In partnerships, an act outside the scope of the agreement is either void or valid, whereas in corporations,
02:28It binds the company vis-à-vis third parties acting in good faith but constitutes a fault on the part of the manager.
02:32Head office
02:33Corresponding to the company's legal domicile, the registered office must be specified in the articles of association instead of its
02:39effective direction.
02:40Its location is crucial. It determines the legal entity's nationality, the applicable law, the tax regime, and so on.
02:47that the geographical jurisdiction of the competent commercial court in the event of a dispute or collective procedure.
02:53Company name
02:54The company name is the trade name under which the company conducts its business and makes itself known to the public.
03:00It must appear on all official documents, invoices, quotes, letters, preceded or followed by the legal form and
03:07of the amount of share capital. It differs from an internet domain name or a registered trademark, even if
03:13'They often correspond in practice.
03:15Training period
03:16This preliminary stage begins with the first practical steps, such as drafting the articles of association and opening a bank account, and ends
03:23the day of registration with the RCS.
03:26During this period, as the legal entity did not yet exist, the founders carried out actions on behalf of the project.
03:32assume their own personal and joint responsibility.
03:35Resumption of proceedings
03:36To prevent founders from remaining personally liable for contracts signed during the creation phase, the law
03:42organizes the recovery mechanism.
03:44Once the company is registered, it can decide to assume responsibility for the commitments made during the training period.
03:50by the annex of a statement of acts to the statutes or by a vote in the General Meeting, effecting a substitution
03:55fully retroactive.
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