Commercial and Company Law
Core concepts
Understand the types of commercial companies (collective, limited partnership, limited liability, joint-stock), their formation, capital rules, and governance. Master the rules on commercial transactions, the merchant's obligations, and the Commercial Register's constitutive and declaratory effects. Know insolvency proceedings and the grounds for opening them. Learn the rules on representation and the liability of managers.
Traps in questions
- Registration in the Commercial Register is constitutive for company formation but declaratory for most other facts.
- A manager's acts bind the company even if they exceed internal limits, unless the third party knew.
- The limited liability company's minimum capital and the joint-stock company's capital rules differ; do not conflate them.
- Insolvency requires both insolvency and inability to pay; mere temporary liquidity shortage is not enough.
Worked example
A manager signs a contract exceeding the company's internal authorization. Rule of thumb: the contract binds the company; internal limits do not affect third parties unless they were aware. The company may pursue the manager for damages.