The Historical and Contemporary Jurisprudential and Judicial Context of the De Facto Company: A Legal Study
Dr. Faraj Hammouda
Associate Professor of Civil Law
Faculty of Law, University of Tripoli, Libya
Abstract:
De facto company is a modern theory that emerged in France at the end of the eighteenth century. It was based in essence on the theory of abuse of rights and apparent authority. The reason for these two theories as formulated by the jurisprudence is to limit the effects of the company’s nullity ruling to the future, in recognition of its actual existence prior to this ruling. The operations which took place before the nullity judgment must be carried out without being affected by this ruling.
Thus, the associates are not obligated to return the profits they received, they are not entitled to claim to recover the losses they had incurred, and the company itself cannot discharge its obligations towards third parties. Thus, this study came to shed light on the notion and the history of the de facto company.
Keywords: company, actual, invalidity, subsidiary, holding, realistic, quota.