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Article L225-94 of the French Commercial code

The limitation on the number of seats on the Board of Directors or Supervisory Board that may be held simultaneously by the same natural person, pursuant to articles L. 225-21 and L. 225-77, is applicable to the accumulation of seats as director and member of the supervisory board. For the application of articles L. 225-54-1 and L. 225-67, the simultaneous exercise of general management by a natural person in a…

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Article L225-94-1 of the French Commercial code

Without prejudice to the provisions of articles L. 225-21, L. 225-54-1, L. 225-67, L. 225-77 et L. 225-94, a natural person may not simultaneously hold more than five offices as chief executive officer, member of the management board, sole chief executive officer, director or member of the supervisory board of public limited companies having their registered office in France. For the purposes of these provisions, the fact that a director…

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Article L225-95 of the French Commercial code

In the event of a merger of sociétés anonymes, the number of members of the board of directors or the supervisory board, as the case may be, may exceed the number of eighteen provided for in articles L. 225-17 and L. 225-69, for a period of three years from the date of the merger set at Article L. 236-4, but may not exceed twenty-four.

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Article L225-95-1 of the French Commercial code

As an exception to the provisions of articles L. 225-21, L. 225-77 and L. 225-94-1, the mandates of permanent representative of a venture capital company mentioned in Article 1er de la loi n° 85-695 du 11 juillet 1985 portant diverses dispositions d’ordre économique et financier, a société financière d’innovation mentioned in III (B) de article 4 of law no. 72-650 of 11 July 1972 containing various economic and financial provisions,…

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Article L225-96 of the French Commercial code

The Extraordinary General Meeting alone has the power to amend all provisions of the Articles of Association. Any clause to the contrary shall be deemed unwritten. It may not, however, increase shareholders’ commitments, subject to transactions resulting from a regularly effected reverse stock split. It may only validly deliberate if the shareholders present or represented hold at least one quarter of the shares with voting rights on first call and…

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Article L225-97 of the French Commercial code

The Extraordinary General Meeting may change the nationality of the company, provided that the host country has concluded a special agreement with France allowing the acquisition of its nationality and the transfer of the registered office to its territory, and preserving the company’s legal personality.

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Article L225-98 of the French Commercial code

The Ordinary General Meeting takes all decisions other than those referred to in Articles L. 225-96 and L. 225-97. The Board may only validly deliberate on first call if the shareholders present or represented own at least one-fifth of the shares with voting rights. The Articles of Association may provide for a higher quorum. On second call, no quorum is required. Decisions are taken by a majority of the votes…

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Article L225-99 of the French Commercial code

Special meetings are attended by the holders of shares of a given class. A decision by a general meeting to amend the rights relating to a class of shares is only definitive after approval by the special meeting of shareholders of that class. Special meetings are valid only if the shareholders present or represented own at least, on first call, one third and, on second call, one fifth of the…

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Article L225-100 of the French Commercial code

I.-An Ordinary General Meeting is held at least once a year, within six months of the end of the financial year, unless this period is extended by court order. If the Ordinary General Meeting has not been convened within this period, the Public Prosecutor or any shareholder may apply to the president of the competent court ruling in summary proceedings in order to enjoin, if necessary under penalty, the directors…

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Article L225-100-1 of the French Commercial code

I. – The management report referred to in the second paragraph of Article L. 225-100 includes the following information: 1° An objective and exhaustive analysis of the development of the company’s business, results and financial position, in particular its debt situation, with regard to the volume and complexity of its business; 2° To the extent necessary for an understanding of the development of the company’s business, results or position, key…

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