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an ordinary "commandite” with shares, or a limited liability company or a company with variable capital.
If the company is with limited liability the extract shall set out the amount of the share capital in cash and other property and the proportion to be deducted out of the profits to make up the reserve fund.
Lastly, if the company is with variable capital, the extract shall mention the sum below which the share capital can not be reduced.
ART. 59. If the company has several different business premises situated in different districts, the filing of documents ordered by article 55 and publication prescribed by article 56 shall be made in each of the districts where such different premises exist.
In cities divided into several districts the documents shall be filed only in the clerk's office of the justice of the peace of the principal place of business.
ART. 60. The extract from the deeds and documents so filed shall be signed as regards public documents by the notary, and as regards documents under private signature by the general partners, by the managers of “commandite” companies, or by the directors of limited liability companies.
ART. 61. All deeds and resolutions having for object a change in the by-laws, the continuation of the company beyond the terms fixed for its duration, its dissolution before this term and the method of liquidation, any change or withdrawal of partners or any change in the name of the company, are subject to the formalities and penalties set forth in articles 55 and 56.
ART. 62. Resolutions voted in cases provided for by articles 19, 37, 46, 47, and 49 of this law are also subject to the provisions of articles 55 and 56. Documents setting forth increase or reduction of share capital effected in accordance with article 48, or the retirement of shareholders other than the managers or directors, which take place in accordance with article 52, are not subject to the formalities of filing and publication
ART. 63. In case of a “commandite” share company or a limited-liability company, anyone has the right to inspect the documents on file in the clerk's office of the justice of the peace in the tribunal of commerce, or to obtain at his own cost a copy thereof or extracts therefrom, certified by the clerk or by the notary who is the custodian of the original.
Any person may also require that a certified copy of the by-laws be delivered to him at the office of the company, against payment of a sum which shall not exceed 1 franc.
Lastly, the documents on file shall be posted in an ostensible manner in the offices of the company.
ART. 64. In all instruments, invoices, advertisements, publications, and other printed or autograph documents emanating from limited liability companies or
commandite" share companies, the name of the company shall always be preceded or immediately followed by these words, written legibly in full: “Société anonyme”, or “Société en commandite par actions," with a statement of the amount of the share capital.
If the company has availed itself of the privilege granted by article 48, this shall be mentioned by the addition of these words: “À capital variable.”
All infringements of the preceding provisions are punished by a fine of from 50 to 1,000 francs.
ART. 65. The provisions of articles 42, 43, 44, and 45 of the code of commerce are repealed.
ARTICLES OF CODE OF COMMERCE APPLICABLE.
ART. 29. The “société anonyme” (limited-liability company) does not exist under a corporate name. It shall not be designated by the name of any of the shareholders.
ART. 30. It is described by the designation of the object of its undertaking:
Art. 32. The directors are only liable for the execution of the powers and duties confided to them. They do not contract, by reason of their management, any personal or joint and several obligation in regard to the undertakings of the company.
ART. 33. The shareholders are only liable for the loss of the amount of their interest in the company.
ART. 34. The capital of the limited liability company shall be divided into shares, or even into coupons of shares of an equal value.
ART. 36. The ownership of shares may be stated in the form of an entry upon the registers of the company. In such case the conveyance of the shares is made by a declaration of transfer entered upon the registers and signed by the person who makes the transfer, or his attorney in fact.
LAW RELATIVE TO THE CREATION OF PROFESSIONAL SYNDICATES."
March 21, 1884, the Senate and Chamber of Deputies have adopted;
I. The law of the 14th-27th of June, 1791, and article 416 of the penal code are repealed.
Articles 291, 292, 293, 294 of the penal code of the law of April 18, 1834, are not applicable to professional syndicates.
II. Syndicates, or professional associations, even of more than 20 persons, following the same profession, of similar business establishments, or of allied professions, competing in the production of special products may be established freely without the authorization of the Government.
III. Professional syndicates have exclusively for their object the study and the protection of economic, industrial, commercial, and agricultural interests.
IV. The founders of every professional syndicate are to report its rules and the names of those who, under whatever title, are to be charged with its administration or direction.
This report must be deposited at the office of the mayor of the place in which the syndicate is establi and in Paris with the prefect of the Seine.
A new report must be deposited whenever a change is made in the direction of the syndicate or in its rules.
A copy of these rules is to be given by the mayor or by the prefect of the Seine to the prosecuting officer. (procureur) of the Republic.
The members of every professional syndicate who are charged with the administration or with the direction of the syndicate must be Frenchmen in the enjoyment of their civil rights.
V. Professional syndicates regularly constituted according to the provisions of the present law may freely unite for the study and protection of their economic, industrial, commercial, and agricultural interests.
These unions are to make known, in conformity with the second paragraph of Article IV, the names of the syndicates of which they are composed.
They are not to possess any real estate nor to have standing in the courts.
VI. Professional syndicates of employers or of workmen may have standing in the courts.
They may make use of funds raised by fees or assessments.
However, they may not acquire real estate beyond that which will be necessary for their meetings, their libraries, and courses of professional instruction.
They may, without special authorization but in conformity with the other provisions of the law, establish among their members: special funds for mutual aid and for pensions.
They may freely establish and administer employment bureaus.
They may be consulted upon all disputes, and all questions which concern their special lines of work.
In cases of disagreement the opinions of the syndicate will be held at the disposition of the parties concerned, who may take copies of them.
VII. Any member of a professional syndicate may withdraw at any time from the association, notwithstanding any contrary clause, but without prejudice of the right of the syndicate to claim the fee or assessment of the current year.
Every person who withdraws from the syndicate retains the rights of being a member of the societies of mutual aid and of old-age pensions, to the amount to which he has contributed by fees, assessments, or payment to the funds.
VIII. Whenever property shall have been acquired contrary to the provisions of Article VI, the prosecuting officer (procureur) of the Republic or those interested may demand the setting aside of the purchase or of the gift. In case of purchase contrary to the provision, the real estate will be sold, and the money realized will be deposited in the treasury of the association. In case of gift the goods will be returned to the givers or to their heirs or legal successors.
IX. Violations of the provisions of Articles II, III, IV, V, VI of this law will be prosecuted against the directors or administrators of the syndicates, and punished with a fine of from 16 to 200 francs. The courts will, besides, at the request of the prosecuting officer of the Republic, declare the dissolution of the syndicate and the invalidity of the purchase of real estate made contrary to the provisions of Article VI.
1Owing to the fact that the professional syndicates, though created for an entirely different purpose, at times aid in securing the ends of industrial combinations of the modern type, a translation of the law establishing them is inserted. See also Part I, pp. 81 ff.
In case of a false declaration relative to the rules of the syndicate and to the names and positions of the administrators or directors, the fine may be raired to 500 francs.
X. This law is applicable to Algiers. It is likewise applicable to the colonies of Martinique, of Guadeloupe, and of Réunion. However, foreign workmen and those hired under the name of immigrants can not be admitted to the syndicates.
This law, discussed and adopted by the Senate and by the Chamber of Deputies, will be executed as a law of this State. Done at Paris, March 21, 1884. (Signed)
JULES GRÉVY. The Minister of the Interior:
A.—CAPITALIZATION AND METHOD OF PAYING IN CAPITA..
Limited liability companies are those in which the joint obligation is guaranteed only within a stated capital and the liability of each member of which shall not exceed the amount of his subscription or share.
The capital of the company must be fully subscribed on the act of formation, with power to increase same in future by special act and with the same formalities observed in the act of formation, and not less than three-tenths of same must be paid in cash on the formation thereof, same to be deposited in the Bank of Deposits and Loans or in one of the issue banks (Bank of Italy, Bank of Naples, and Bank of Sicily).
B.-MODE OF FORMATION AND RESPONSIBILITY OF PROMOTERS.
The company shall be formed by public act, and the act of formation or the statute shall contain all indications enumerated in section 89 of commercial code, and there shall be annexed thereto all documents containing numbers' subscriptions for the entire capital, as well as vouchers for due payment of the first three-tenths, as stated hereinabove. By and under the responsibility of the notary having received them and the managers or promoters, said debts shall be deposited within 15 days of the date thereof in the office of the clerk of the civil court within whose jurisdiction the chief office of the company is established.
The court having certified that the conditions regulating the legal formation of the company have been complied with, in a meeting of the council attended by the public magistrate, shall issue an order for the transcribing of the deed in the office of the court where a special register is kept, and the public notifying of same in the court room, in the town hall, and in the offices of the nearest stock exchange. Subsequently thereto publication of said deeds shall be made in substance in the journal of judicial announcements of the province and in extenso in the official bulletin of share companies, issued weekly by the board of trade, agriculture, and industry. The same formalities are to be observed in all statutory changes.
Promoters and all such as, pending the legal formation of the company, perform any act in the name of the company shall be held jointly and unlimitedly responsible for all liabilities incurred. Promoters of companies being formed shall not reserve for themselves any profit or commission, nor allow such commission for placing of shares; all they shall be entitled to claim is one-tenth share of the profits during one third of the duration of the company, same not to exceed 5 years at the utmost.
C.-LIABILITY OF SHAREHOLDERS. This as stated is limited to the value of the shares subscribed for, notwithstanding transfer.
D.-DUTIES AND RESPONSIBILITIES OF DIRECTORS.
The directors have no personal responsibility for acts pertaining to the administration of the company, their responsibility being usually determined by the limits of their powers. Same shall not perform any operations other than those specially men
1 Prepared at the legation of the United States in Rome.