Chapter III: Limited liability companies.

When a shareholder wishes to make use of the option to request that items or draft resolutions be included on the agenda of a meeting, pursuant to the fifth paragraph of Article L. 223-27, he may ask the company, by simple or registered letter or by electronic mail, to notify him, using one of these methods, of the date scheduled for the meeting. The company is required to send this…

A request for items or draft resolutions to be included on the agenda of the meeting by one or more shareholders holding at least one-twentieth of the shares on the day the request is sent must be sent to the company by registered letter with acknowledgement of receipt or by e-mail with acknowledgement of receipt, at least twenty-five days before the date of the meeting. The request for the inclusion…

In order to guarantee, with a view to the application of the third paragraph of Article L. 223-27, the identification and effective participation in the meeting of shareholders attending by videoconference or telecommunication means, these means transmit at least the voice of the participants and comply with technical characteristics allowing continuous and simultaneous retransmission of the deliberations. Companies whose articles of association allow members to vote at meetings by electronic…

A shareholder’s proxy is given for a single meeting. It may, however, be given for two meetings held on the same day or within a period of seven days. A mandate given for one meeting is valid for successive meetings convened with the same agenda.

In the event of a written consultation, the text of the proposed resolutions and the documents required to inform the members shall be sent to each member by registered letter. The members shall have a minimum period of fifteen days, from the date of receipt of the draft resolutions, to cast their vote in writing.

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.