BOOK II: Commercial companies and economic interest groupings.

The company’s Articles of Association determine the rules governing the convening and deliberations of the Board of Directors. When it has not met for more than two months, at least one third of the members of the Board of Directors may ask the Chairman to convene the Board on a specific agenda. The Chief Executive Officer may also ask the Chairman to convene the Board of Directors on a specific…

The Board of Directors may only validly deliberate if at least half of its members are present. Any clause to the contrary is deemed unwritten. Unless the Articles of Association provide for a greater majority, decisions are taken by a majority of the members present or represented. Except when the Board is convened to carry out the transactions referred to in Articles L. 232-1 and L. 233-16 and unless otherwise…

The Board of Directors deliberates annually on the company’s policy in terms of professional equality and equal pay on the basis of the indicators relating to professional equality between women and men mentioned in the first paragraph of article L. 2312-18 of the Labour Code and in article L. 1142-8 of the same code, where these apply, as well as on the basis of the plan for professional equality between…

The report provided for in the last paragraph of Article L. 225-37 contains the following information: 1° A list of all the offices and positions held in any company by each corporate officer during the financial year; 2° Agreements entered into, directly or through an intermediary, between, on the one hand, one of the corporate officers or one of the shareholders holding more than 10% of the voting rights of…

Any agreement entered into directly or through an intermediary between the company and its managing director, one of its deputy managing directors, one of its directors, one of its shareholders holding more than 10% of the voting rights or, in the case of a corporate shareholder, the company controlling it within the meaning of Article L. 233-3, must be subject to the prior authorisation of the Board of Directors. The…

The provisions of article L. 225-38 do not apply to agreements relating to ordinary transactions entered into under normal conditions or to agreements entered into between two companies, one of which holds, directly or indirectly, the entire share capital of the other, after deduction, where applicable, of the minimum number of shares required to satisfy the requirements of article 1832 of the Civil Code or articles L. 225-1, L. 22-10-1,…

A person directly or indirectly interested in the agreement must inform the Board as soon as he/she becomes aware of an agreement to which article L. 225-38 is applicable. It may not take part in the deliberations or vote on the authorisation requested. The Chairman of the Board of Directors shall notify the Statutory Auditors, if any, of all agreements authorised and entered into and shall submit them to the…

Agreements entered into and authorised during previous financial years, the performance of which continued during the last financial year, are examined each year by the Board of Directors and communicated to the statutory auditor, if any, for the purposes of drawing up the report provided for in the third paragraph of Article L. 225-40.

Agreements approved by the meeting, like those disapproved by it, produce their effects with regard to third parties, except when they are cancelled in the case of fraud. Even in the absence of fraud, the consequences, prejudicial to the company, of disapproved agreements may be charged to the interested party and, possibly, to the other members of the Board of Directors.

Without prejudice to the liability of the party concerned, the agreements referred to in Article L. 225-38 and entered into without the prior authorisation of the Board of Directors may be annulled if they have had harmful consequences for the company. An action for annulment shall be barred after three years from the date of the agreement. However, if the agreement was concealed, the starting point of the limitation period…