Chapter First: General Provisions Common to Civil and Commercial Companies

Article 844

1. A company contract is a reciprocal contract whereby two or more persons participate in something with the intention of sharing the profits that may result therefrom. It may, in the cases prescribed by law, be established by an act emanating from the will of one person.

Article 845

Art. 845 - The participation in profits granted to employees and representatives of a legal person or a company, as full or partial remuneration for their services, is not sufficient to confer upon them the status of partners.

Article 846

Art. 846 - The company cannot be contracted: 1) between the father and the son subject to paternal power; 2) between the tutor and the minor, until the latter reaches majority and the final approval of the tutor's accounts; 3) between the curator of an incapable person or the administrator of a pious institution and the person whose property they administer. The authorization to engage in commerce granted to the minor or to the incapable person by his father or curator is not sufficient to render him capable of contracting company with one of them.

Article 847

Art. 847 - Every company must have a lawful purpose. Any company with a purpose contrary to public morals, public order, or the law is null and void by operation of law. Any company with an object consisting of things that are not commercial is also null and void by operation of law.

Article 848

Art. 848 - The company is perfected by the consent of the parties on the formation of the company and on the other clauses of the contract except in cases where the law requires a special form. However, when the company has for its object immovable property or other property susceptible of mortgage, and it must last more than three years, the contract must, in addition to the accomplishment of the formalities provided for by the order 188 of March 15, 1926 (The order 188 of 3/15/1926 instituted the land register), be made in writing, and be registered in legal form.

Article 849

Art. 849 - The contribution may consist of cash, movable or immovable property, or intangible rights. It may also consist of the industry or services of a partner or even all of them.

Article 850

Art. 850 - The contribution may consist of a commercial credit of a person.

Article 851

Art. 851 - The contributions of the partners may be of unequal value and of different nature. In case of doubt, they are deemed to have each contributed an equal share.

Article 852

Art. 852 - The contribution must be specified and determined; when it consists of all the present property of one of the associates, these properties must be inventoried. If the contribution consists of things other than currency, these must be estimated at the value of the day when they were put into the social fund; failing that, the parties are deemed to have wished to rely upon the current value of the day when the contribution was made or, failing that, to what will be arbitrated by experts.

Article 853

Art. 853 - The aggregate of the contributions of the shareholders and the assets acquired in consideration of these contributions, for the purpose of the company's operations, constitutes the common fund of the shareholders or the social capital. These also form part of the capital or social fund, the indemnities for the loss, deterioration, or expropriation of an asset that is part of this fund, up to the value for which this asset was contributed to the company according to the contract. The capital or social fund constitutes the common property of the shareholders, who each have an undivided share proportional to the value of their contribution.

Article 854

Art. 854 - The company may be contracted for a fixed term or for an indefinite period. When its purpose is a matter whose duration is determined, the company is deemed to be contracted for the entire duration of such matter.

Article 855

Art. 855 - The company commences as of the conclusion of the contract, unless the parties have agreed on a different date.