Section 4: Profits

Under penalty of nullity of any deliberation to the contrary, in limited liability companies and joint stock companies, a deduction of at least one-twentieth allocated to the formation of a reserve fund known as the “legal reserve” shall be made from the profit for the financial year, less any prior losses. This deduction ceases to be mandatory, when the reserve reaches one-tenth of the share capital.

The profit available for distribution comprises the profit for the year, less any losses carried forward from previous years and any sums to be transferred to reserves pursuant to the law or the Articles of Association, plus any retained earnings. In addition, the General Meeting may decide to distribute sums deducted from the reserves available to it. In this case, the decision shall expressly indicate the reserve items from which…

After approving the annual financial statements and noting the existence of distributable sums, the General Meeting determines the share allocated to shareholders in the form of dividends. However, where a balance sheet drawn up during or at the end of the financial year and certified by an auditor shows that the company, since the end of the previous financial year, after making the necessary depreciation, amortisation and provisions, after deducting…

The terms and conditions for the payment of dividends voted by the General Meeting are set by the General Meeting or, failing this, by the Board of Directors, the Management Board or the Executive Chairmen, as the case may be. However, dividends must be paid within a maximum period of nine months after the end of the financial year. This period may be extended by court order.

A dividend increase of up to 10% may be granted by the Articles of Association to any shareholder who can prove that, at the end of the financial year, the shares have been registered in his name for at least two years and that this registration has been maintained at the date of payment of the dividend. The rate of the dividend is set by the Extraordinary General Meeting. In…

It is forbidden to stipulate fixed or interim interest for the benefit of the shareholders. Any clause to the contrary shall be deemed unwritten. The provisions of the preceding paragraph shall not apply, where the State has granted the shares the guarantee of a minimum dividend.

The Articles of Association may provide for the allocation, as a first dividend, of interest calculated on the paid-up and unredeemed amount of the shares. Unless otherwise provided in the Articles of Association, reserves are not taken into account for the calculation of the first dividend.

The company may not require shareholders or unit holders to repay any dividends, except where the following two conditions are met: 1° If the distribution has been made in breach of the provisions of articles L. 232-11, L. 232-12 and L. 232-15; 2° If the company establishes that the beneficiaries were aware of the irregular nature of this distribution at the time it was made or could not have been…

In joint stock companies, the Articles of Association may provide that the General Meeting called to approve the financial statements for the financial year may grant each shareholder, in respect of all or part of the dividend or interim dividend distributed, an option between payment of the dividend or interim dividend in cash or in shares. Where there are different classes of shares, the General Meeting called to approve the…

The issue price of shares issued under the conditions provided for in Article L. 232-18 may not be less than the par value. In companies whose shares are admitted to trading on a regulated market, the issue price may not be less than 90% of the average of the prices quoted over the twenty trading sessions preceding the date of the decision to make the shares available for distribution, less…