French Civil Code
In forceEach partner is indebted to the company for everything he has promised to contribute to it in kind, in cash or in industry.
Contributions in kind are realised by the transfer of the corresponding rights and by the actual availability of the assets.
Where the contribution is in ownership, the contributor is liable to the company as a seller is to his buyer.
Where it is in enjoyment, the contributor is liable to the company as a lessor is to his lessee. However, where the contribution in jouissance relates to things of a kind or to any other assets normally intended to be renewed during the term of the company, the contract transfers ownership of the assets contributed to the company, on condition that they are returned in the same quantity, quality and value; in this case, the contributor is a guarantor under the conditions set out in the previous paragraph.
A shareholder who was required to contribute a sum to the company and who fails to do so becomes, ipso jure and without request, liable for interest on that sum from the day on which it was required to be paid, without prejudice to further damages, if any. In addition, where calls for funds to pay up the capital in full have not been made within the legal time limit, any interested party may ask the president of the court ruling in summary proceedings either to enjoin the directors, managers and officers, subject to a fine, to make these calls for funds, or to appoint an agent to carry out this formality.
A member who has undertaken to contribute his industry to the company owes the company an account of all the profits he has made from the activity which is the subject of his contribution.
