SCS: commanditaire barred from management, twice-yearly control right

A société en commandite simple pairs two kinds of partners with opposite risk: commandités manage the firm, hold commerçant status and answer indefinitely and jointly for company debtsService Public, while commanditaires fund it, are not commerçants and lose at most their contributionsService Public. The form needs at least two partners, one of each kind: it welcomes investors without surrendering management, but shares transfer poorly.

Capital starts at EUR 1 and may be variable where the statuts allow. Cash and in-kind contributions are accepted, and commandités may also contribute industry; commanditaires may not. Cash need not be fully paid up at once, but must be deposited with a bank or notary, whose certificate registration requires.

Management belongs in principle to all commanditésService Public, though the statuts may entrust it to one or more of them or to an outsider. A commanditaire may never serve as gérantService Public and may perform no external management act, even under a proxyLegifrance on pain of becoming jointly liable with the commandités for the resulting debtsLegifrance, and potentially for all company commitmentsLegifrance. Commanditaires instead hold a control right: twice a year they may obtain the books and company documents and put written questions on managementService Public, which must be answered in writingService Public.

Decisions follow the statuts, but any commandité, or one-quarter of commanditaires in number and capital, may require a full meeting. Amending the statuts needs all commandités plus a majority of commanditaires in number and capital; changing nationality needs unanimity. Transfers between living persons need every partner's consent by defaultService Public, though the statuts may free up commanditaire shares between partners, allow sales to outsiders with all commandités plus a majority of commanditaires, and let a commandité sell part of a holding to a commanditaire or outsider on the same basis.

A buyer of shares pays registration duty of 3%Service Public on the price less an abatement of EUR 23,000 scaled to the fraction soldService Public — EUR 1,414 on 50 of 400 shares sold at EUR 50,000. Sales of interests in real-estate-heavy entities face 5% instead, and no duty collected may fall below EUR 25. Death of a commandité ends the company unless the statuts provide for continuation; minor heirs become commanditaires, and where the only commandité leaves only unemancipated minor heirs, a replacement or conversion must occur within a year or the company dissolves.

Profits follow a hybrid tax pattern. Commandités are taxed on their share under income tax whether distributed or not, or under corporation tax where the partner is a company subject to itService Public; if the SCS opts for corporation tax, the commandités' shares are taxed at company levelService Public and distributions to individuals are then taxed as dividends. Commanditaires' shares are taxed at company level under corporation taxService Public, with distributed dividends taxed again personally as incomeService Public. A commandité belongs to the self-employed scheme whether or not a manager; a commanditaire has no cover from that status alone, joining the general scheme only with a genuine separate employment contract.

Formation runs through published notice in a legal gazette and a single filing on the guichet des formalités des entreprises. Where the file is incomplete, the desk sends a receipt listing what is missing, and the missing pieces must arrive within 15 working days of receipt; once validated, the company is entered in the national enterprise register and the trade and companies register.

The regime sits in Articles L210-2, L222-1 and L222-4 to L222-11 of the code de commerce, with profit allocation under Articles 8, 206 and 239 of the code général des impôts and share-transfer duties under Articles 726 and 674 of that code.