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General Provisions Applicable To Traders

BOOK I. TRADERS AND BUSINESSES
TITLE I. GENERAL PROVISIONS APPLICABLE TO TRADERS

Chapter 1. Provisions Applying to Persons Carrying on a Trade

Art. 1. – Scope of application of the Civil Code.

    Unless otherwise provided in this Code, the provisions of the Civil Code shall apply to the status and activities of persons and business organisations carrying on a trade.

Art. 2. – Scope of application of the Maritime Code.

    The relevant provisions of the Maritime Code shall apply to persons and business organisations carrying on maritime trade

Art. 3. – Persons and business organisations.

The provisions of this Code applicable to persons other than those provisions applicable to physical persons only shall apply to business organisations.
Nothing shall affect the special provisions of Book II and Book V Title IV of this Code applicable to business organisations only.

Art. 4. – Bodies corporate under Public Law.

1.    Unless otherwise expressly provided by law, bodies corporate under public law, such as administrative or religious institutions or any other public undertakings shall not be deemed to be traders even where they carry on activities under Art. 5.
2.    The provisions of sub-art. (1) shall not apply to undertakings in which bodies corporate under public law only participate.

Chapter 2. Traders

Art. 5. – Persons to be regarded as traders.

Persons who professionally and for gain carry on any of the following activities shall be deemed to be traders:
1.    Purchase of movables or immovable with a view to re-selling them either as they are

       or after alteration or adaptation;

2.    Purchase of movables with a view to letting them for hire;

3.    Warehousing activities as defined in Art. 2806 of the Civil Code:
4.    Exploitation of mines, including prospecting for and working of mineral oils;
5.    Exploitation of quarries not by handicraftsmen;
6.    Exploitation of salt pans;
7.    Conversion and adaptation of chattels, such as foodstuffs, raw materials or semi-

      finished products not by handicraftsmen;
8.    Building, repairing, maintaining, cleaning, painting or dyeing movables not by

      handicraftsmen;
9.    Embanking, levelling, trenching or draining carried out for a third party not by

      handicraftsmen;
10. Carriage of goods or persons not by handicraftsmen;
11. Printing and engraving and works connected with photography or cinematography

      not by handicraftsmen.
12. Capturing, distributing and supplying water;
13. Producing, distributing and supplying electricity, gas, compressed air including

     heating and cooling;
14. Operating places of entertainment or radio or television stations;
15. Operating hotels, restaurants, bars, cafes, inns, hairdressing establishments not

     operated by handicraftsmen and public baths;
16.    Publishing in whatever form, and in particular by means of printing,engraving,

     photography or recording;
17.   Operating news and information services;
18.   Operating travel and publicity agencies;
19.   Operating business as an agent, broker, stock broker or commercial agent;
20.   Operating a banking and money changing business;
21.   Operating an insurance business.

Art. 6. – Agricultural or Forestry undertakings.

1.    Persons who carry on activities relating to agriculture, forestry, breeding cattle or maintaining pastureland, shall not be deemed to be traders where they sell the products of the land they exploit or use, or animals or the products of animals bred mainly from the resources of the land which the said persons exploit or use.
2.    Such persons shall not be deemed to be traders whether the exploitation is individual or collective, such as an agricultural community or a cooperative undertaking.
3.    Nurserymen who sell plants which grow on the land they exploit or use shall not be deemed to be traders.

Art. 7. – Agricultural Products How Dealt with.

1.    Persons who carry on activities under Art. 6 (1) shall not be deemed to be traders where they deal with their products in accordance with the usual practice of their business, so long as such dealing relates only to products of the land which they exploit or use, or to animals or products of animals bred mainly from the resources of the land which they exploit or use.
2.    Such persons shall not be deemed to be traders whether the undertaking is individual or collective such as an agricultural community or a cooperative undertaking.

Art. 8. – Fishermen and persons breeding fish, shell-fish or shells.

 Fishermen and persons who breed fish or shell-fish or shells shall not be deemed to be traders where they sell the products of their fishing or breeding.

Art. 9. – Handicraftsmen.

1.   The provisions of this Code relating to traders shall not apply to handicraftsmen.
2.   Handicraftsmen are persons who carry on an independent activity, who live mainly

      on their own manual work, who may carry on their activity with the assistance of

      members of their family and of not more than three employees or apprentices and

      who buy such material only as is necessary for carrying out their activities, without

      setting up stocks.
3.    Handicraftsmen may use mechanical power.
4.    Handicraftsmen are subject to the provision of any special law relating to their

       activities.

Art. 10. – Business Organisations.

1.    Business organisations shall be deemed to be of a commercial nature where their

       objects under the memorandum of association or in fact are to carry on any of the

       activities specified in Art. 5 of this Code.
2.    Share companies and private limited companies shall always be deemed to be of a

       commercial nature whatever their objects.

Chapter 3. Persons Capable of Carrying on a Trade

Art. 11. – Persons incapable under the Civil Code

1.    Persons incapable under the Civil Code may not carry on any trade.
2.    Where incapable persons carry on a trade, they shall not, subject to the provisions of Art. 14 and 15, acquire the status of traders and their acts may be invalidated in accordance with the relevant provisions of the Civil Code.

Art. 12. – Tutors.

    Tutors may not carry on a trade in the name and on behalf of a minor except in the     cases provided in Art. 288 of the Civil Code. The same provisions shall apply to the tutor of an interdicted person.

Art. 13. – Emancipated Minors.

1.    Notwithstanding the provisions of Art. 333 of the Civil Code,emancipated minors may not carry on a trade unless authorised in writing by the family council.
2.    In default of authorisation under sub-art. (1), emancipated minors shall not be deemed to be of age.

Art. 14. -Effect of Minority in relation to third parties.

Notwithstanding the provisions of Art. 318 of the Civil Code, where a minor who carries on a trade has caused himself to be entered in the commercial register as though he were of age, his being a minor shall not affect third parties, in accordance with Art. 121 of this Code.

Art. 15. – Publication of incapacity.

Where a person has been declared incapable, such incapacity shall not affect third parties     unless notice of such incapacity has been entered in the commercial register (Art. 121).

Chapter 4. Carrying on a Trade by Married Persons

Art. 16. – Married persons may carry on trade.

Any married person may carry on a trade as though he were unmarried unless his spouse objects thereto as provided in Art. 645 of the Civil Code.

Art. 17. – Notification of objection.

1.    As between spouses an objection under Art. 16 may be notified to the trading spouse in any manner.
2.    An objection under Art. 16 shall not affect third parties, in accordance with Art. 121 of this Code, unless notice of such objection has been entered in the commercial register.

Art. 18. – Setting aside of objection.

1.    Where the trading spouse is of the opinion that the objection is not justified, having regard to the interest of the family, he may apply to the family arbitrators to set aside the objection.
2.    Where the objection is set aside by the arbitrators, a notice to this effect shall be entered in the commercial register.

Art. 19. – Debts contracted by the trading spouse.

    Debts contracted by the trading spouse shall be deemed to be debts of the marriage within the meaning of Art. 659 of the Civil Code and may be recovered on the     personal estate of each spouse and on common property.

Art. 20. – Effect of objection.

Where an objection under Art. 16 has been entered in the commercial register, debts contracted by the trading spouse may be recovered on his personal estate only.

Art. 21. – Cooperation of spouses.

    Where spouses together carry on a trade, they shall both be deemed to be     traders, unless it is shown that one of them is the employee of the other.

Chapter 5. Right to Act as a Trader

Art. 22. – Freedom to carry on trade.

    Subject to such prohibitions or lawful restrictions regarding unfair competition as may be prescribed, any person or business organization has the right to carry on any trade in accordance with the provisions regulating such trade.

Art. 23. – Legal prohibitions or restrictions.

1.    Particular persons may be restricted or prevented from acting as traders or from carrying on a particular trade by legal provisions setting up prohibitions or incompatibilities.
2.    Specific requirements as to age, qualifications, sex, nationality or license may be

      imposed by law in respect of particular trades.

Art. 24. – Effect of prohibitions and restrictions.

1.    Persons who carry on a trade subject to prohibition or restriction or without having

      the prescribed qualifications shall be liable to the penalties provided by law.
2.    Persons who carry on a trade subject to prohibition or restriction may not invoke

      the said prohibition or restriction to free themselves from liabilities incurred in carrying

      on a trade subject to prohibition or restriction. They may not hold themselves out to

      be traders to third parties but they shall be liable as though they were traders.

Art. 25. – Associations.

1.    Associations may not carry on any trade.
2.    Any violation of the provisions of sub-art. (1) shall constitute a ground for dissolution

       under Art. 461 of the Civil Code.

Art. 26. – Business organisations carring on trade

    No business organisation shall carry on a trade which it is not permitted to carry on or

   which is subject to specific requirements with which the said business organisation has

   not complied.

Art. 27. – Bodies corporate under Public Law.

The cases where a trade may be carried on by administrative or religious institutions or any other public undertaking and the conditions and effect of such trade shall be prescribed.