Chapter III: 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.

The proposed reduction in capital shall be communicated to the statutory auditors, if any, at least forty-five days before the date of the shareholders’ meeting called to decide on the proposal.

When the capital reduction has been decided under the conditions provided for in the fourth paragraph of Article L. 223-34, the shares are purchased within three months of expiry of the objection period provided for in article R. 223-35. This purchase entails the cancellation of the shares.

The time limit for creditors to object to the capital reduction is one month from the date of filing, at the commercial court registry, of the minutes of the deliberation that decided on the reduction. The objection is served on the company by extrajudicial act and brought before the commercial court.

In the event that, as a result of losses recorded in the accounting documents, the company’s shareholders’ equity falls below half of the share capital, the decision of the shareholders provided for in article L. 223-42 is published in a medium authorised to publish legal notices in the department where the company’s registered office is located, filed with the clerk of the commercial court in the place where the registered…

The share capital threshold referred to in the fourth paragraph of Article L. 223-42 is equal to 1% of the company’s balance sheet total, as recorded at the last financial year-end.