French business law

What is FBL ?

Droit commercial, des affaires, de l’entreprise

Historical background --> specificities of fbl

VOCAB :

Really important notion in fbl --> commerçant

Notion that has a really specific meaning so it is hard to translate this in english

--> so use of a term that doesn’t have any legal term in english

Commerçant would be translated by Merchant

But merchant doesn’t have any english legal term

(Bankers are commerçant in fbl)

Fbl first constructed for merchants and for merchants

So it was not fbl but commercial law

Law made for merchants and the other independant professionnels (artisans, craftmen...)

--> but they are now

1807 commercial code was drafted after the civil code

Was a code only made for the merchants and was very criticised

It was very badly written and incomplete

Did not contain enough rules about commercial companies

--> companie = société

Companies play a very important role in the economical activities

BUT this code showed that law makers thought that merchants were the only independant professionnels deserving their own rules (beggining of the

Lawmakers continue to focus on commercial activities

--> 1867 status adopted and was only about commercial companies

Was made for shares companies

Share = action

Companie with interest of shares = société avec

1927 --> other status adopted

SARL --> société à responsabilité limitée

OTHER EX :

Lawmakers created specific assets only for merchnants

--> fonds de commerce --> going concern

+ specific rules for Commercial leases (baux commerciaux)

All of these rules were only about the merchants activities

And they are today all in the commercial code (and not in the business code yet)

Confrontation between merchants = they don’t have to go to the civil juridiction

--> there is a special court : the commercial court (tribunaux de commerce)

For a long time it was all commercial law and not business law

(Droit commercial et non droit des affaires ou des entreprises)

(Voir legifrance)

Nowadays things have changes to a certain extent

Rules which applies to merchants apply to other professionnals now

WHY ?

Some rules which originally only applied to merchants have been gradually applied to other professionals or applied to everybdy (for some of these rules)

For instance the “prescription” rules (lapse of time after which you can no longer assert one of your rights)

Accident that caused you a damage : if you wait to long you may not have the rights to ask for damages or sue the author of the offense

Before 2008 there was a specifc prescription in cl

Duration of the prescription = 5 years

Civil law (btw 10 and 30 years)

Things have changed after the 2008 law

And now for the civil law it’s 5 years too

--> no more difference between merchants and other professionals

Insolvency law --> applied to professionnal that cannot pay their debts

So they may be placed under a certain procedure

Today insolvency law applies to every independant professionals (not just merchants anymore) It applies to farmers, artisans, liberal professions

Reason why there are differences between the law

Some rules were already created for all the merchants and the independants (applied to all kind of companies)

--> competition law

Status of ‘entrepreneur individuel’ law of 14 feb 2022 (EI)

Only apllies to natural persons (personne physique) and does not apply to legal persons such as companies (personne moral = legal person)

Since this law, every entrepreneur (not only merchants) has automatically two patrimonies

--> A professional and a personnal one

...