TITLE II: Provisions specific to various commercial companies.

Under the conditions set out in articles 1240 and 1241 of the Civil Code, breach of the obligations defined in article L. 225-102-4 of this Code shall engage the liability of its author and oblige him to compensate the damage that the performance of these obligations would have avoided. [Provisions declared to be unconstitutional by Constitutional Council decision no. 2017-750 DC of 23 March 2017]. The action for liability shall…

I.-The General Meeting is convened by the Board of Directors or the Management Board, as the case may be. II.-Failing this, the General Meeting may also be convened: 1° By the statutory auditors; 2° By an agent, appointed by the courts, at the request either of any interested party in an emergency, or of one or more shareholders holding at least 5% of the share capital, or of a shareholders’…

The articles of association may provide that, without prejudice to the provisions of I of Article L. 225-107, the extraordinary general meetings referred to in Article L. 225-96 and the ordinary general meetings referred to in article L. 225-98 are held exclusively by videoconference or by telecommunication means that enable shareholders to be identified. However, for the extraordinary general meetings referred to in Article L. 225-96, one or more shareholders…

Shareholders’ meetings are convened in accordance with the forms and deadlines laid down by decree of the Conseil d’Etat. Any meeting that is improperly convened may be annulled. However, an action for nullity is not admissible where all the shareholders were present or represented.

The agenda for the meetings is set by the author of the notice of meeting. However, one or more shareholders representing at least 5% of the share capital or a shareholders’ association meeting the conditions set out in Article L. 225-120 may request that items or draft resolutions be included on the agenda. These items or draft resolutions are entered on the agenda of the meeting and brought to the…

I.-A shareholder may be represented by another shareholder, by his spouse or by the partner with whom he has entered into a civil solidarity pact. II.-The mandate and, where applicable, its revocation shall be in writing and communicated to the company. The conditions for the application of this paragraph are specified by decree in the Conseil d’Etat. III.-Before each General Meeting of shareholders, the Chairman of the Board of Directors…

I. Any shareholder may vote by post, using a form, the details of which are set by decree in the Conseil d’Etat. Any provisions of the Articles of Association to the contrary shall be deemed to be unwritten. For the purposes of calculating the quorum, only forms that have been received by the company before the General Meeting, within the time limits set by decree of the Conseil d’Etat, shall…

The Board of Directors or the Management Board, as the case may be, must send or make available to shareholders the documents necessary to enable them to make informed judgements on the management and running of the company’s business. The nature of these documents and the conditions under which they are to be sent or made available to shareholders are determined by decree of the Conseil d’Etat. As from the…

The chairman, chief executive officers, members of the management board of a company, natural persons or legal entities exercising in this company the functions of director or member of the supervisory board as well as the permanent representatives of legal entities exercising these functions are required, under the conditions determined by decree in Council of State, to register or deposit the shares belonging to themselves or to their unemancipated minor…

The voting right attached to the share belongs to the beneficial owner at ordinary general meetings and to the bare owner at extraordinary general meetings. Joint owners of undivided shares are represented at general meetings by one of them or by a single proxy. In the event of disagreement, the proxy shall be appointed in court at the request of the most diligent co-owner. Voting rights shall be exercised by…