When one decides to create a company, the organization of the latter is done around a written contract. Each of these contracts can have a particularity, however there are certain rules which are common to them all.
The company contract or statute is an agreement made by two or more people. The latter decide to pool goods in order to create a business for commercial purposes and then share the profits. In this way, they can take advantage of the resulting savings. Thus, this status is above all a written agreement which obeys the rule relating to the drafting of a contract. It will therefore stipulate the consent between natural persons, the purpose of the business, its cause and its capacity. Basically, the company is a group of legal people who agree to seek profit together. The contract concluded between these persons will be carried out in the legal forms and recorded in writing. Since they will be several decision-makers, the contract will specify the rules to be followed in the context of social and professional life. In addition to this, a partnership agreement indicates the specific conditions for the dissolution of the latter.
The partnership agreement is at the origin of the legal person and specifies its assets, its corporate name and its registered office. The operation of the company will also be specified by this contract, in particular its form, its management, its control, the sharing of profits, the distribution of tasks … The object of the company must be lawful and determined. Legal persons who decide to join forces to sign it must have the legal capacity to do so. The affectio societatis must also exist between the partners who decide to collaborate in this activity. Thus, they will share both the profits and the losses, in proportion to their initial contribution. The articles of association will specify the name, capital and registered office. They will also determine the assets of the company and detail the contributions made by the partners, both in cash, in industry or in kind. The contract also provides for the various management bodies and responsibilities of the company, in particular with regard to voting rights, appointments and the various decisions to be taken.
The company contract determines the corporate purpose as well as the activities planned for the company, sets the limits of legal capacity. Company representatives, who are natural persons, may also be listed there. When the latter sign the statute, they become the founding partners. The legal person must be registered with the RC. The life of the company is also determined by the articles of association. By mutual agreement, the partners can extend or shorten it through early dissolution. The legal form of the company is provided for in the contract, ie whether it is a joint stock company, mixed or of persons. The shares are properly distributed and their conditions such as their transfer are also mentioned in the written agreement. When the contract and by-laws of the company are to be amended, the amendment of the articles of incorporation will also be necessary, as will new legal publications.
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