BOOK II: Commercial companies and economic interest groupings.

The ordinary general meeting may appoint one or more statutory auditors. Companies which, at the end of a financial year, exceed the thresholds set by decree for two of the following three criteria are required to appoint at least one statutory auditor: their balance sheet total, the amount of their sales excluding tax or the average number of their employees during the financial year. Even if these thresholds are not…

The manager is vested with the broadest powers to act in all circumstances on behalf of the company. In dealings with third parties, the company is bound even by acts of the manager that do not fall within the company’s object, unless it proves that the third party knew that the act exceeded that object or could not have been unaware of it in view of the circumstances, it being…

Any remuneration other than that provided for in the Articles of Association may only be allocated to the Executive Chairman by the Ordinary General Meeting. It may only be made with the unanimous agreement of the general partners, unless otherwise stipulated.

The Supervisory Board is responsible for the ongoing supervision of the company’s management. To this end, it has the same powers as the statutory auditors. It submits a report to the annual ordinary general meeting in which it points out, in particular, irregularities and inaccuracies in the annual financial statements and, where applicable, the consolidated financial statements for the year. It receives, at the same time as the statutory auditors,…

The Supervisory Board 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 women…

The provisions of articles L. 225-38 to L. 225-43, L. 22-10-12 and L. 22-10-13 are applicable to agreements entered into directly or through an intermediary between the company and one of its managers, one of the members of its supervisory board, 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 l’article…

The Supervisory Board draws up a corporate governance report attached to the management report provided for in Article L. 225-100, which includes the information, where applicable adapted to partnerships limited by shares, mentioned in article L. 225-37-4. This report is approved by the Supervisory Board and made public. The statutory auditors, if any, certify the existence in this management report of the information required by article L. 225-37-4.

Amendments to the Articles of Association require the agreement of all the general partners, unless otherwise stipulated. Amendments to the Articles of Association resulting from a capital increase are recorded by the managing partners.

The provisions of articles L. 225-109 and L. 225-249 are applicable to managers and members of the supervisory board. The provisions of articles L. 225-52, L. 225-251 and L. 225-255 are applicable to managing partners, even if they are not shareholders.

The members of the supervisory board do not incur any liability, due to the acts of the management and their result. They may be declared civilly liable for offences committed by the managers if, having knowledge of them, they did not disclose them to the general meeting. They are liable for personal faults committed in the performance of their mandate.