Partnership agreement in France: Template, Key Clauses and Local Law (2026)

What a partnership is under French law France does not have a single "partnership agreement" the way common-law countries do. Instead it has partnership-type companies (societes de personnes), each formed by written statutes (statuts) and registered. The two main forms are: - Societe en nom collectif (SNC): the general commercial partnership. Every partner (associe) must have the status of a trader (commercant), and all partners are jointly and indefinitely liable for the company's debts. It is used where partners want strong mutual trust and are willing to accept full liability.

• Societe civile: the civil (non-commercial) partnership, used for property (SCI), professional practice (SCP) or farming. Partners are liable for debts in proportion to their share, not jointly and severally. Both are separate legal persons once registered, distinct from a simple contract between individuals. The statuts are the heart of the arrangement. ## What French law requires Written statutes are required. An SNC or societe civile is created by written statuts signed by all partners. Under Article 1835 of the Civil Code, the statuts must set out the legal form, the duration, the company name (denomination sociale), the registered office (siege social), the corporate purpose (objet social) and the capital. For an SNC the name must be followed or preceded by the words "societe en nom collectif". At least two partners, and for an SNC they must be traders. An SNC needs a minimum of two partners with no maximum. Every SNC partner automatically acquires trader status and is indefinitely and jointly liable for the company's debts, which is the defining feature and risk of the form. There is no minimum share capital; the amount is set freely in the statuts. Registration is through the guichet unique at the INPI. Since 1 January 2025, all company formation, modification and strike-off filings for the trade and companies register (registre du commerce et des societes, RCS) must go through the single online window (guichet unique) operated by the INPI. The company acquires legal personality on registration. A notice of formation must be published. Before filing, you must publish a notice of constitution (avis de constitution) in a legal gazette (journal d'annonces legales). The notice states the company name, form, capital, registered office, purpose and the partners' details. Supporting documents. Filing typically requires a signed original copy of the statuts initialled by all partners, proof of the registered office, the partners' identity documents and, where capital is contributed in cash, proof of deposit. ## The clauses that differ under French law - Unanimity by default (SNC): in an SNC many decisions require unanimity unless the statuts provide otherwise. The statuts should state clearly which decisions need unanimity and which a majority.
• Transfer of shares (parts sociales): SNC shares cannot be transferred without the unanimous consent of all partners. This is mandatory and must be respected.
• Manager (gerant): by default all partners of an SNC are managers. The statuts usually appoint one or more named gerants and define their powers.
• Liability split: an SNC has joint and indefinite liability; a societe civile has liability in proportion to each partner's share. The form you choose sets this, and the statuts must match.
• Purpose (objet social): the stated purpose limits what the company may lawfully do; draft it carefully, neither too narrow nor too vague. ## A usable template (adapt with advice) This is a skeleton for an SNC. Replace every [bracketed] field. It is not legal advice. ``` STATUTES OF A SOCIETE EN NOM COLLECTIF 1. Form: The undersigned form a societe en nom collectif governed by the Commercial Code and these statuts.

2. Partners: [name, address, date and place of birth of each partner].
3. Name: The company name is [name], preceded or followed by "societe en nom collectif".
4. Purpose (objet social): [describe the activity precisely].
5. Registered office: [full address].
6. Duration: [number, up to 99] years from registration.
7. Capital: EUR [amount], divided into [number] shares of EUR [value], held: [Partner A: X shares; Partner B: Y shares].
8. Contributions: [cash / in kind / in industry, described per partner].
9. Liability: The partners are jointly and indefinitely liable for the company's debts.
10. Management: The company is managed by [named gerant(s)], with power to [scope]; decisions beyond [threshold] require [unanimity / a majority].
11. Decisions of partners: Ordinary decisions by [majority]; the following require unanimity: transfer of shares, change of purpose, [others].
12. Transfer of shares: Shares may be transferred only with the unanimous consent of all partners.
13. Accounts and profit: Accounts are drawn annually; profit is shared [in proportion to shares / as agreed].
14. Departure, death: [continuation arrangements and how a leaving partner is paid out].
15. Dissolution and liquidation: [terms].
16. Disputes: [the competent French court / arbitration]. Signed in [number] originals at [place] on [date] by all partners.

- **Clause 9 (liability)**: the joint and indefinite liability of SNC partners is not negotiable. Every partner should understand that a creditor can pursue any one of them for the full debt after first demanding payment from the company.
- **Clause 10 and 11 (management and decisions)**: set out who the gerant is and which decisions need unanimity. Without clear drafting, the SNC default of unanimity can paralyse the company.
- **Clause 12 (transfer of shares)**: unanimous consent for any transfer is mandatory for an SNC. Plan for exits, because an unwilling partner can block a sale. ## Red flags - Choosing an SNC without the partners fully grasping joint and indefinite liability.
- Statuts that omit a mandatory Article 1835 element, risking rejection or later challenge.
- Forgetting the legal-gazette notice of constitution before filing.
- No clause on how a partner exits or is paid out, in a form where transfers need unanimity.
- A corporate purpose so narrow the company cannot act, or so broad it is meaningless.
- Treating the SNC as a mere contract and skipping registration through the guichet unique. ## One workspace for the statutes and what follows Statutes are not a one-time document. A partner wants to sell and the unanimity rule has to be applied, the gerant changes and a modification has to be filed through the guichet unique, the annual accounts come due, the purpose needs widening and the statuts must be amended and republished. Normally the statuts sit in one folder, the RCS extracts (Kbis) in another, and the obligations in the gerant's memory. When a question arises, nobody can find the clause. This is what an AI contract workspace is for: drafting the statuts, reading them back in plain language, tracking the filings and dates that flow from them, and keeping every version tied to the partners. [Adira](https://adiralaw.com) is built around Indian corporate law first, and depth for France is on its roadmap rather than live today, so a French SNC or societe civile still needs a French lawyer or notaire. The idea worth keeping is modest: the statuts and the work that follows them belong in one place, not scattered across folders and memory. This guide is general information, not legal advice. Confirm the current position with a French lawyer (avocat) or notaire before you file.