The General Partnership, more commonly known as SNC (Société en Nom Collectif), is a unique and relatively uncommon form of business structure. It is well-suited for specific types of projects but may not be advantageous in all cases of starting a business. With its distinctive legal framework, it deserves a closer look.
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1. OPERATION OF AN SNC ?
2. THE ADVANTAGES OF AN SNC
3. WHAT DISADVANTAGES ?
4. THE 4 STEPS TO FOLLOW TO CREATE an SNC
5. EXPERTS INSIGHT ?
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The SNC, by definition, is a partnership where "intuitu personae" is a critical element. It is formed based on the type or quality of relationships among the individuals desiring to be associated. Typically, it is a form of business chosen by partners who already know each other well and have a genuine intention to collaborate. This form is accepted for those who wish to create a family business. An SNC can have multiple partners, with a minimum requirement of at least two partners. There is no maximum limit on the number of partners in an SNC.
In addition to no minimum capital requirement, one of the conditions for creating a general partnership is the quality of the partners. While partners can be either individuals or legal entities, they must have the status of a merchant. This significantly excludes civil companies and other categories of professions incompatible with the status of a merchant. Additionally, minors, whether emancipated or not, and adults under guardianship or trusteeship, cannot create an SNC.
An SNC cannot be created by the initiative of a single person; it requires a minimum of two people.
In this partnership, all types of contributions are possible (cash, assets, or industry).
The shares of an SNC are not freely transferable. Exiting the partnership and selling one's shares requires the unanimous agreement of the partners. Once the sale project is approved, the new partner immediately replaces the old one. An annual general meeting with the participation of all partners is held in an SNC.
By default, all partners of an SNC are designated as managers. However, it is possible to appoint one or more managers to run the company's day-to-day affairs. The manager can be designated in the bylaws of the SNC or by a decision of the partners or any other body designated by the bylaws. Whether a natural person or a legal entity, the manager of the SNC must have the status of a merchant. It is also possible to designate an employee of the company as a non-partner manager.
Whether it is all the partners, the designated partner, or an employee of the company, the SNC manager is limited to the daily management of the company. All other decisions are made by the general assembly of partners.
In this partnership, partners must either be merchants or have the necessary capacity to engage in trade. An SNC must have at least two partners, and there is no maximum number of partners. Partners can be individuals or legal entities. Partners in an SNC are jointly and severally liable for the company's debts in case of financial difficulties. If one partner pays a social debt, they have recourse against the other partners in proportion to their rights in the share capital.
All decisions made by the partners are made in a general assembly through voting. Partners have the power to convene general assemblies at least annually. The transfer of share capital requires the unanimous consent of all partners. The same applies to a partner wishing to leave the SNC; they must obtain the consent of all partners before doing so.
Freedom to set the amount of the company's share capital, with no minimum requirement.
The SNC's share capital can be paid in installments; it does not need to be fully paid upon creation.
Decision-making power in the SNC is vested in all partners. They approve the transfer of share capital and the removal of the manager.
The solidary and indefinite liability of partners provides reassurance to investors and banks, making it easier to obtain financing.
The formalities for establishing an SNC are straightforward; a simple private deed is sufficient.
Simplified procedures for establishing and dissolving an SNC.
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The first step in creating a company is drafting the articles, providing essential information such as the company's name, share capital, legal form, registered office, duration, business purpose, assessment of each contribution, number and distribution of shares among partners, and mention of the deposit of funds corresponding to cash contributions and the closing date of the fiscal year.
: The competent authority for registering documents for business creation in the Abidjan area is the Unique Window Service of the Center for Investment Promotion in Côte d'Ivoire (CEPICI). For companies with their registered office outside the Abidjan area, document registration is done at the tax office in the locality of the registered office. Registered and signed documents obtain legal status upon valid registration. Therefore, it is essential to entrust the registration procedure to an expert. DELEKY’S has a team to assist you in this regard.
The process of creating a business continues with the uploading of registered documents on the official CEPICI website. This step is mandatory to finalize the process of business creation. It is essential to be accompanied by an expert for this important operation. DELEKY’S is equipped to help you upload your documents.
This is the final step. At this stage, the user must receive documents certifying the completion of the business creation process. These documents include the notice of incorporation, the IDU certificate, and the RCCM (Trade Court) certificate if the registered office is within the jurisdiction of the Abidjan Trade Court.
The General Partnership (SNC) is an unusual and specific type of company that is not accessible to everyone. You must have the status of a merchant or engage in commercial activities. Known for its family-oriented nature, it is less common. However, the SNC can pose challenges for partners who seek complete freedom within the company. In an SNC, all decisions are made unanimously by all partners. Once you become part of an SNC, it may feel like individual autonomy is limited. Therefore, trust is at the heart of relationships among SNC partners. It is essential for an SNC partner to know and trust their fellow associates before committing. easy.
Nonetheless, this form of business structure offers significant advantages. The best way to determine if the SNC is the right fit for your profile is to consult with a professional. In this regard, the DELEKY’S team is at your disposal to guide you in making the best choice. Once you are convinced, we are here to assist you in creating your SNC.
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