[ESTABLISHING A BUSINESS ENTITY IN FRANCE] 192
➢ one of its directors or its managing director(s), or ➢ one of its “ directeurs généraux délégués”, or ➢ one of its shareholders holding more than 10% of the voting rights or if the shareholder is a company, its controlling shareholder, require prior authorisation by the board of directors, a special auditor's report and retroactive approval by shareholders' annual general meeting • agreements entered into in the normal course of business and under normal conditions do not require any prior approval; the chairman of the board of directors must be notified of such agreements and provide a list of such agreements to the board and auditors; except for agreements which, because of their amount or their purpose, are not significant for either of the parties • an individual director or corporate officer is strictly prohibited from borrowing money from the company, obtaining a guarantee or putting his/her shareholder's account with the company in overdraft. Those agreements are not prohibited if the director or corporate officer is a legal entity. • The board of directors or the supervisory board may grant a global and annual authorization with no limit on the amount to guarantee the undertakings of its subsidiaries.
➢ a gérant or ➢ a shareholder
➢
agreements
the president or
➢
one member of any management body (if any) having managing powers, or one of its shareholders holding more than 10% of the voting rights, or if the shareholder is a company, its controlling shareholder,
require approval by shareholders' meeting following a report by the gérant or the statutory auditor (if any) • if there is no statutory auditor and if the gérant is not also a shareholder, agreements between the company and this gérant require the prior authorisation of the shareholders • agreements entered into in the normal course of business and under normal conditions do not require any prior approval; • a gérant or a shareholder is strictly prohibited from borrowing money from the company, obtaining a guarantee or putting his/her shareholder's account with the company in overdraft. Those agreements are not prohibited if the géran t or the shareholder is a legal entity.
➢
require retroactive approval by the shareholders' annual general meeting following a report by the statutory auditor (if any) or the president agreements entered into in the normal course of business and under normal conditions do not require any prior or retroactive approval; In case of a sole shareholder, such agreements are only mentioned in the registry of the minutes of the sole shareholder of the company. the president and any individual director or corporate officer (if any) are strictly prohibited from borrowing money from the company, obtaining a guarantee or putting his/her shareholder's account with the company in overdraft. Those agreements are not prohibited if the president/corporate officer is a legal entity.
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Articles of association may impose a stricter procedure
• The directors or members of the supervisory board, directly or indirectly
ILN Corporate Group – Establishing a Business Entity Series
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