mardi 6 novembre 2007

LES ASSOCIES (I)

CORRECTION DU CAS PRATIQUE/ LES ASSOCIES

Thèmes abordés à la séance:


- augmentation de capital
- clauses léonines
- cession des droits sociaux
- augmentation des engagements des associés

Cas pratique
Il y a quelques années, Anne, Lise et Marine ont créé la société Lift 2000 chargée de l'exploitation et de la commercialisation du nouveau procédé anti-âge qu'elles ont mis au point. Les affaires sont aujourd' hui florissantes et, pour faire face au développement de l'entreprise, elles envisagent d'augmenter le capital de la société.

Anne propose qu'elles participent toutes les trois à cette augmentation à hauteur de 50%, l'autre moitié étant apportée par leur ami d'enfance Théo qui deviendrait leur nouvel associé.

Face à l'enthousiasme d' Anne, Lise et Marine sont plus rétissentes. Marine s'inquiète, se demandant si elle est obligée de prendre part à l'opération; dans le même temps, elle se dit que, si l'augmentation est finalement votée et qu'elle s'est abstenue, elle risque de perdre tout contrôle sur la composition des membres de la société. Pour sa part, Lise souhaite souscrire à l'augmentation de capital à la condiiton toutefois qu'un ou plusieurs associés s'engage à lui racheter ses droits sociaux d'ici cinq ans à un prix au moins égal à leur valeur actuelle.

Correction:

MARINE:
Est-elle obligée de prendre par à l'augmentation de capital? Si l' augmention est votée, et qu'elle s'est abstenue perd -t- elle tout contrôle sur la composition des membres de la société?
- LISE:
Peut -elle insérer une clause à cette augmentation de capital?

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