BOOK II: Commercial companies and economic interest groupings.

The partners’ meeting is chaired by the managing partner or by one of the managing partners. If none of the managing partners is a partner or in the event of the death of the sole managing partner, it is chaired by the partner present and accepting who owns or represents the greatest number of shares. If two partners who own or represent the same number of shares are accepting, the…

Any deliberations of the shareholders’ meeting are recorded in minutes which indicate the date and place of the meeting, the surname, first names and capacity of the chairman, the surnames and first names of the shareholders present, who are deemed to be present within the meaning of the third paragraph of Article L. 223-27 or represented with an indication of the number of shares held by each, the documents and…

In companies which comprise a single person and of which the sole member is not the sole manager, and with regard to decisions to approve the accounts taken by the sole member in place of the general meeting, the management report, the accounts and, where applicable, the auditors’ report shall be sent by the manager to the sole member at least one month before the expiry of the period provided…

Each decision taken by the sole member in place of the meeting is recorded by him in the register provided for in the third paragraph of Article L. 223-31. The register is kept at the registered office. It shall be listed and initialled, either by a judge of the commercial court, or by a judge of the judicial court, or by the mayor of the municipality in which the registered…

The provisions of Article D. 221-5 are applicable to the appointment or designation of a statutory auditor in limited liability companies.

The annual financial statements, the management report and, where applicable, the consolidated financial statements and the report on the management of the Group shall be made available to the statutory auditors at the registered office at least one month before, as the case may be: 1° The convening of the meeting provided for in Article L. 223-26 ; 2° The deadline set for sending them to the sole shareholder by…

The manager shall reply in writing within one month to questions put to him pursuant to article L. 223-36. Within the same timeframe, it sends a copy of the question and its answer to the statutory auditor.

The expert appointed to present a report on one or more management operations under the conditions provided for in the first paragraph of article L. 223-37 is appointed by the president of the commercial court ruling in summary proceedings, after the court clerk has summoned the manager to the hearing by registered letter with acknowledgement of receipt. The public prosecutor’s request for an expert opinion is made by petition. The…

If they represent at least one tenth of the share capital, members may, in a common interest, instruct one or more of them, at their own expense, to represent them to support, both as plaintiff and defendant, the corporate action against the managers. The withdrawal during the course of proceedings of one or more of the members referred to in the previous paragraph, either because they have lost their status…

Where the corporate action is brought by one or more members, acting either individually or under the conditions provided for in Article R. 223-31, the court may only rule if the company has been duly challenged through its legal representatives. The court may appoint an ad hoc agent to represent the company in the proceedings, where there is a conflict of interest between the company and its legal representatives.