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Article L214-105 of the French Monetary and Financial Code

Any member may vote by post, using a form, the details of which are set by order of the Minister for the Economy. Clauses to the contrary in the Articles of Association are deemed unwritten. For the purposes of calculating the quorum, only forms received by the company before the General Meeting, within a period set by the same order, are taken into account. Forms giving no vote or expressing…

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Article L214-106 of the French Monetary and Financial Code

Any agreement entered into between the Company and the management company, or any of the latter’s partners, shall be approved by the General Meeting of the Company’s partners, on the basis of the reports of the Supervisory Board and the Statutory Auditors. Even in the absence of fraud, the management company responsible or any of its partners shall be liable for any consequences detrimental to the company of any agreements…

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Article L214-107 of the French Monetary and Financial Code

Apart from the cases in which a general meeting must be convened as provided for in this sub-paragraph, the Articles of Association may provide for certain decisions to be taken by means of a written consultation of the shareholders, provided that the participation of the shareholders complies with the quorum requirements for the first convening of a general meeting.

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Article L214-108 of the French Monetary and Financial Code

Minutes and an attendance sheet are drawn up for each meeting, to which must be attached the powers of attorney given to each proxy. The procedures for drawing up these documents are determined by decree of the Conseil d’Etat. In the absence of minutes, the deliberations of the meeting may be annulled.

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Article L214-109 of the French Monetary and Financial Code

At the end of each financial year, the management company draws up an inventory of the various assets and liabilities existing at that date. It also draws up the annual accounts and prepares a written management report. It is required to apply the general chart of accounts adapted to the needs and resources of the said companies, taking into account the nature of their business, in accordance with the procedures…

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Article L214-110 of the French Monetary and Financial Code

The audit is carried out by one or more statutory auditors. The statutory auditors shall bring to the attention of the Autorité des marchés financiers any irregularities or inaccuracies they discover in the course of their work. They are liable under the conditions set out in Article L. 822-17 of the Commercial Code. They are not liable under civil law for offences committed by persons managing, directing or administering the…

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Article L214-111 of the French Monetary and Financial Code

The merger is carried out under the supervision of the statutory auditors of each of the companies involved. The draft terms of merger shall be communicated to them at least forty-five days before the Extraordinary General Meetings called to vote on the transaction. The statutory auditors draw up a report on the terms and conditions of the merger. The statutory auditors shall perform their duties under the same conditions as…

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Article L214-114 of the French Monetary and Financial Code

The purpose of non-trading property investment companies (sociétés civiles de placement immobilier) is the direct or indirect acquisition and management of property assets for rental purposes, including those in a future state of completion. In accordance with the conditions laid down by decree of the Conseil d’Etat, the purpose of non-trading property investment companies is also to acquire and manage properties that they have built exclusively for rental purposes. For…

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