[ESTABLISHING A BUSINESS ENTITY IN FRANCE] 203
ORDINARY GENERAL MEETINGS
Scope of competence
• approval of accounts (meeting must be held at least annually for this purpose) • appointments and changes in membership of the management bodies and auditors • approval of regulated agreements • majority of shareholders in attendance or represented
• approval of accounts (annual meeting must be held for this purpose) • appointment and removal of gérants • appointment of auditors • approval of regulated agreements
• procedure freely set by the articles of association
• N/A
Passing of resolutions
simple majority of the shares
• procedure freely set by the articles of association
• N/A
•
• articles of association may provide for higher majority (unanimity is prohibited for dismissal of a gérant who is also a shareholder) • resolutions which are approved without following the majority requirements may be cancelled at the request of any interested party
EXTRAORDINARY GENERAL MEETINGS
Scope of competence
• decisions requiring amendment of articles of association
• decisions requiring amendment of articles of association
• procedure freely set by the articles of association
• N/A
Passing of resolution
• two-thirds majority of shareholders in attendance or represented
• three-quarters majority of the shares for most resolutions • higher majority for certain specific resolutions • resolutions which are approved without following the majority requirements may be cancelled at the request of any interested party
• procedure freely set by the articles of association although certain decisions (e.g., which increase shareholders' liabilities) require a unanimous vote, for example, the modification or deletion of the clause requiring prior approval of a share transfer
• N/A
DECISION MAKING IF SINGLE SHAREHOLDER
Scope of competence
N/A
Collective decisions of the shareholders are replaced by the decision of the sole shareholder.
Collective decisions of the shareholders are replaced by the decision of the sole shareholder.
N/A
The sole shareholder alone has to make the following decisions:
The sole shareholder alone has to make the following decisions:
approval of the accounts and allocation of the profits, appointment of the statutory auditors (if
approval of the accounts and allocation of the profits, appointment of the statutory auditors,
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ILN Corporate Group – Establishing a Business Entity Series
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