Comparison between the company laws in France and Britain
The dominance of Community law over national law was recognized by the France and the United Kingdom several years ago. Community law includes the two main components:the free movement within the market and free competition in the market. It supplies the domestic law at the point of eliminating the differences between the rights of its individual member states.
Community law aims at, among other things, the harmonization of the system with societies. Initially, the companies had a different mode of operation (this is still true in the new Member States). To make this alignment, various guidelines were emerged. Community law addressed various issues such as vocabulary and basic concepts of constitution of society and social capital, merger and division, keeping, control and consolidation accounts. One can therefore consider the influence of Community law on the rights of French and English companies, as well as the differences and similarities between French and English human societies.
The first European directive is fully transcribed into French law. It aims to coordinate the rules on advertising, representation of the power and the nullity of companies. It sets a number of safe guards required of companies to protect the interests of members and third parties.
This directive applies to all corporations. The principle of compulsory disclosure is imposed. This publication requirement is first on the legal information, including the constitution, the statutes if they are distinct, the subscribed capital, the balance sheet and profit and loss each year, the transfer of the seat, any court decision declaring the nullity of the company, any act and any decision regarding the duration, the dissolution and liquidation of the company.
The publication requirement also extends to the appointment, termination of appointment and the identity of individuals, as a body pursuant to law or member of such a body, have the power to commit the company to against third parties and legal representation (for example, is the case for the appointment and dismissal of the manager of an SARL in France). The same system is intended for those involved in the administration, supervision or control of the company. The advertising must state whether the people who have the power to represent the company may do so alone or must act jointly.
It is forbidden to exercise in respect of any required information which have not been advertised (principle of unenforceability to third unpublished information). This rule is qualified in both cases. First, the evidence provided by the company, knowledge by third parties the information omitted has resulted enforceability.
Then, conversely, evidence, provided by third parties, their inability to know the information published during the first fifteen days of publication involves the unenforceability in favor of third parties.
The company is in principle liable to third parties for the acts of its organs (CEO, etc.) This principle must however be qualified. Finally, if the act in question is not within the corporate purpose, however, it commits the company unless the competent national law authorizes the company to prove that in this case, the third party knew that the act could not be ignored.
Tags: France and Britain; company laws; a comparison; community law