Chapter II: Constitution and operating rules

Mutual insurance companies are legal entities governed by private law with non-commercial objects. They are formed to insure the risks brought in by their members or to offer the provision of the operations referred to in article L. 143-1. In return for payment of a fixed or variable premium, they guarantee their members full settlement of the commitments they enter into. However, mutual insurance companies providing life assurance or capitalisation…

Each member is entitled to one vote, without the Articles of Association being able to derogate from this rule.

The articles of association of mutual insurance companies may specify a “raison d’être”, consisting of the principles which they adopt and for which they intend to allocate resources in order to carry out their activities.

A mutual insurance company is managed by a Board of Directors. However, it may be stipulated in the articles of association of any mutual insurance company that it shall be managed by a management board and a supervisory board. The introduction of this stipulation in the articles of association, or its deletion, may be decided during the existence of the company. A decree of the Conseil d’Etat shall lay down…

With effect from 1st July 1991, any clause in the Articles of Association which makes participation in the General Meeting or the election of members of the General Meeting subject to the payment of a subscription fee by members who are up to date with their subscriptions is null and void.

The provisions of Articles L. 225-251, L. 225-253 and L. 225-254 of the French Commercial Code are applicable to mutual insurance companies.

Notwithstanding the provisions of the first paragraph of II of article L. 823-19 of the French Commercial Code, the specialised committee referred to in this article may include a maximum of two members who are not members of the Board of Directors or the Supervisory Board, but who are appointed by the Board for their expertise.

At the close of each financial year, the Board of Directors or, where applicable, the Management Board of mutual insurance companies shall draw up a management report. The provisions of Article L. 322-4-3 of this Code apply. Mutual insurance companies shall appoint one or more statutory auditors to carry out the duties defined in Section 2 of Chapter III of Title II of Book VIII of the Commercial Code, under…

Associations may be set up between mutual insurance companies providing the same type of insurance, the sole purpose of which is to reinsure in full the contracts underwritten by these mutual insurance companies and to give them their joint and several guarantee. Such associations may only be formed between mutual insurance companies which undertake to cede all their risks to the association under a reinsurance treaty. The association has a…

Mutual insurance companies, tontines and agricultural mutual insurance and reinsurance companies or funds governed by article L771-1 of the French Rural and Maritime Fishing Code are special forms of mutual insurance companies. Mutual insurance companies appoint one or more statutory auditors. The provisions of Title II of Book VIII of the Commercial Code apply to them.