The seller exercising the rescission action must notify it to the creditors registered against the business, at the domicile elected by them in their registrations. The judgment may not be handed down until thirty days after the notification.
Commercial Code
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If the contract provides for rescission by operation of law or if the seller has obtained amicable rescission from the purchaser, he must notify the registered creditors, at the elected domicile, of the rescission incurred or agreed, which shall become final only thirty days after the notification thus made.
This decision is notified under the conditions fixed by the Code of Civil Procedure. The clerk of the court shall at the same time carry out the legal publicity, at the advanced costs of the pursuing party. The notice of auction shall indicate the opening date and duration of the auction, the deposit of documents at the court re…
Any contribution of a business to a company must be published under the conditions defined by Article 83. Within 15 days at the latest after the second insertion provided for by Article 83, any unregistered creditor of the contributing partner shall make known, by a declaration to the court registry that received the instrument, the sum due to him. The clerk of the court shall issue him a receipt for his declaration.
Failing the co-partners or one of them to bring, within the thirty days following the second insertion, an application for annulment of the company or of the contribution, or if the annulment is not pronounced, the company shall be jointly liable with the principal debtor for payment, within the above period, of the declared and…
A business may be the subject of a pledge, without conditions and formalities other than those prescribed by this chapter. The pledge of a business does not give the pledgee creditor the right to have the business awarded to him in payment, up to the amount due.
Only the elements listed in the ... may be included in the pledge.
After registration, the pledge shall be evidenced by an instrument drawn up and registered as a sale instrument in accordance with the rules fixed by paragraphs 1 and 2 of Article 83. The extract shall contain the date of the instrument, the surname, first names and domicile of the owner of the business and of the creditor, and…
The privilege resulting from the pledge shall be established, on pain of nullity, by the sole fact of registration, which must be entered in the trade register at the diligence of the pledgee creditor and within 15 days from the date of the constitutive instrument. The same formality shall be completed at the registry of each court in whose jurisdiction a branch of the business included in the pledge is located.
The rank of the pledgee creditors among themselves shall be determined by the date of their registration in the trade register. Creditors registered on the same day shall rank pari passu. Chapter IV: Provisions Common to the Sale and Pledge of a Business Section One: Realization of the Pledge
In the event of relocation of the business, the registered claims shall become due by operation of law if the owner of the business has not made known to the registered creditors, at least fifteen days in advance, his intention to relocate the business and the new seat he intends to give it. Within two weeks of the notice notifi…
The owner who pursues the termination of the lease of the premises in which a business encumbered with registrations is operated must notify his application to the creditors previously registered at the elected domicile indicated in their registrations. The judgment may be given only thirty days after the notification. The amica…
Any creditor exercising execution seizure proceedings and the debtor against whom they are exercised may request, before the court in whose jurisdiction the business is operated, the sale of the debtor's business as a whole, together with the equipment and merchandise appertaining thereto. On the request of the pursuing creditor…
The seller and the pledgee creditor registered against a business may also have the sale ordered of the business constituting their security, eight days after a demand for payment made on the debtor and, where applicable, on the third-party holder, which has remained unsuccessful. The application shall be brought before the cour…
As soon as the court has delivered its judgment or, in the event of appeal, as soon as the court has ruled, the decision ordering the sale shall be notified by the secretary-clerk to the party against whom that decision was given and, in addition, by the pursuing party, to the previous sellers in accordance with the
The adjudication shall take place at the secretariat-clerk's office which carried out the procedure, thirty days after the notifications provided for in paragraphs 1 and 2 of the preceding article. That period may, however, by reason of the circumstances, be extended by reasoned order of the president of the court for a period w…
If, on the day and at the time fixed for the adjudication, the owner of the business has not discharged his debt, the agent entrusted with enforcement, after having recalled which business is to be adjudged, the charges encumbering it, the existing offers and the final deadline for receiving new offers, shall adjudge, at the exp…
The court seised of an application for payment of a claim connected with the operation of a business may, if it pronounces a judgment and if the creditor so requests, order by the same judgment the sale of the business. It shall rule in the terms of paragraph 6 of article 113 and shall fix the period after which, failing payment…
Failing performance by the adjudicatee of the clauses of the adjudication, the business shall be resold at his own risk and peril (folle enchère), after a demand, not followed by effect, to fulfil his commitments within a period of ten days. This resale must take place within one month following the aforementioned ten-day period…
No separate sale of one or more elements of a business burdened with registrations shall be proceeded with, whether pursued by seizure in execution or by virtue of this chapter, until at the earliest ten days after notification of the proceedings to the creditors who have registered at least fifteen days before the said notifica…
No bid increase of one sixth shall be admitted where the sale has taken place by public auction through judicial proceedings. Section II: The purge of registered claims
The privileges of the seller and of the pledgee creditor shall follow the business into whatever hands it passes. Where the sale of the business has not taken place by public auction through judicial proceedings, the purchaser who wishes to protect himself against proceedings by the registered creditors shall be bound, on pain o…
Any creditor registered against a business goodwill may, where article 121 is not applicable, request the putting up for public auction by offering to raise the principal price, not including the equipment and goods, by one tenth in addition, and to provide surety for the payment of the price and charges or to prove sufficient s…
From the notification of the overbid, the purchaser, if he has entered into possession of the goodwill, is by right a sequestering administrator, and may no longer perform any but acts of administration. However, any interested party may request the court or the judge of summary proceedings, as the case may be, at any stage of the proceedings, the appointment of another sequestering administrator.
The overbidding creditor may not, even by paying the amount of the submission, prevent, by a withdrawal, the public adjudication, save with the consent of all the registered creditors.
The formalities of the procedure and of the sale shall be carried out at the diligence of the overbidding creditor and, failing him, of any registered creditor or of the purchaser, at the expense, risk and peril of the overbidding creditor, his surety remaining bound in accordance with the provisions of paragraphs 6, 7 and 8 of article 113, of articles 114 to 117 and of paragraph 3 of article 120.
Failing any bid, the overbidding creditor is declared the adjudicatee.
The adjudicatee is bound to take the equipment and goods existing at the time of taking possession, at the prices fixed by an amicable or judicial expert appraisal, contradictorily between the overbid purchaser, his seller and the adjudicatee. He is bound, beyond his adjudication price, to reimburse to the purchaser dispossessed…
Article 119 is applicable to the sale and to the adjudication upon overbid.
The overbid purchaser who becomes the adjudicatee in consequence of the resale upon overbid shall have his recourse, as of right, against the seller for the reimbursement of what exceeds the stipulated price, and for the interest on that excess from the day of each payment. Section III: The formalities of registration
The seller or the pledge creditor, in order to register their privilege, shall present, either by themselves or by a third party, to the secretariat-clerk's office of the court, one of the copies of the deed of sale or of the deed constituting the pledge, if it is under private signature, or an official copy if it is notarial. T…
These schedules shall contain: 1) the surname, first names and domicile of the seller and of the purchaser, or of the creditor and of the debtor, as well as of the owner of the goodwill if he is a third party, and their profession where applicable; 2) the date and nature of the title; 3) the prices of the sale, established separ…
The omission in the schedules of one or more of the particulars provided for by the
The secretary-clerk shall transcribe in his register the content of the schedules and shall return to the applicant both the official copy or the copy of the title and one of the schedules, at the foot of which he certifies that he has made the registration. The other schedule bearing the same particulars shall be kept at the secretariat-clerk's office.
The secretary-clerk shall mention in the margin of the registrations the prior registrations, the substitutions and the total or partial cancellations justified to him. These prior registrations, substitutions and cancellations may result only from instruments received in the same form as sales and pledges of business goodwill.
If the title from which the registered privilege results is to order, the endorsement entails a transfer of the privilege.
The registration preserves the privilege for five years from the day of its date; its effect ceases if it has not been renewed before the expiry of that period, and its cancellation shall be proceeded with ex officio by the secretary-clerk. It guarantees, in the same rank as the principal, one year's interest only and the curren…
Registrations shall be struck out either with the consent of the interested parties having capacity thereto, or by virtue of a judgment having become res judicata. In the absence of a judgment, the total or partial cancellation may be effected by the secretary-clerk only upon the deposit of an authentic deed or a deed under priv…
Where the cancellation, not consented to by the creditor, is sought by way of a principal action, that action shall be brought before the court of the place where the registration was effected. If the action has as its object the cancellation of registrations effected in different jurisdictions on a business and its branches, it shall be brought before the court in whose jurisdiction the principal establishment is located.
Cancellation shall be effected by means of a note made by the registrar in the margin of the registration. A certificate thereof shall be issued to the parties requesting it.
The registrars shall be bound to issue to all persons requesting it either the statement of the existing registrations, with the particulars of priority, cancellations and partial or total subrogations, or a certificate that none exists or simply that the business is encumbered.
In no case may the registrars refuse or delay registrations, or the issue of the statements or certificates requested. They shall be liable for the omission from their registers of registrations requested at their registry, and for the failure to mention in their statements or certificates one or more existing registrations, unl…
Within the five days following the deposit at the registry of the price or of the payable portion of the price, if the price is not sufficient to pay the creditors in full and if use has not been made of the option afforded by paragraph 7 of Article 113, the purchaser or the adjudicatee shall present a petition to the president…
The opening of the distribution procedure shall be brought to the knowledge of the public by two publications made ten days apart in a journal of legal notices. The notice of opening shall, moreover, be posted for ten days in a special frame within the premises of the court. The summons shall be given in such a way that there is a period of at least fifteen days between the last act of publicity and the day fixed for appearance.
If the creditors reach an agreement, the appointed judge shall draw up a procès-verbal of the distribution of the price by amicable settlement. He shall order the issue of the allocation schedules and the cancellation of the registrations of the creditors not admitted to the distribution.
If the creditors do not reach an agreement, the appointed judge shall order them to deposit at the registry, on pain of forfeiture, within the period he determines, their application for allocation, producing their instruments in support thereof.
At the expiry of the period for production, the appointed judge shall, in the light of the documents produced, draw up a draft distribution which the creditors and all interested parties shall be invited, by registered letter or by a notice made in the form of notifications, to examine and to contest, where appropriate, within a…
Contestations, if any, shall be brought before the court at its hearing. They shall be adjudicated at first or last instance in accordance with the ordinary rules of jurisdiction.
When the final distribution has become enforceable, the judge shall order the issue of the allocation schedules to the interested parties and the cancellation of the registrations of the creditors not admitted to the distribution. The schedules shall be payable at the fund of the registry of the court which conducted the proceedings. The costs of distribution shall always be deducted in the first line from the sum to be distributed.
If the price is payable in instalments, the allocation schedules shall be issued in corresponding instalments, and all useful particulars shall be entered in the margin of the registrations as and when the fractional schedules are paid. In the event that the purchaser retains or must observe towards the creditors the term stipulated by the original debtor, the allocation schedules shall be subject to the same term.