Section 4: Companies of statutory auditors

Decisions that exceed the powers of the managing partners are taken by the partners meeting at a general meeting. The general meeting is held at least once a year. It is also convened when several members, representing at least half in number and a quarter in capital, so request, indicating the agenda. The procedures for convening the meeting are laid down in the Articles of Association.

All deliberations at the meeting give rise to the drawing up of minutes signed by the members present, which contain, in particular, the date and place of the meeting, the items on the agenda, the identity of the members present or represented, a summary of the discussions, the text of the resolutions put to the vote and the results of the votes. The minutes are drawn up in a special…

The Articles of Association set the number of votes each partner has. A partner may give a written mandate to another partner to represent him at the meeting. The meeting may only validly deliberate if at least three quarters of the partners are present or represented. If this quorum is not reached, the members are convened once again and the meeting deliberates validly if at least two members are present.

Subject to the provisions of loi n° 66-879 du 29 novembre 1966 and this paragraph imposing special majority conditions, decisions are taken by a majority of the votes held by the members present or represented. However, the Articles of Association may provide for a higher majority or even unanimity of the members for all decisions or only for those they list.

Amendments to the Articles of Association and the extension of the company are decided by a majority of three quarters of the votes held by all members present or represented.

After the close of each financial year, the managers shall draw up the company’s annual accounts and a report on the company’s results, in accordance with the conditions laid down in the Articles of Association. The documents mentioned in the previous paragraph shall be submitted to the members’ meeting for approval within six months of the close of each financial year. To this end, they shall be sent to each…

Each shareholder may, at any time, inspect for himself the company’s reports and accounts for previous financial years, the minute books, files and documents drawn up in accordance with article R. 823-10, and more generally all documents held by the company.

If the reserves constituted by undistributed profits or capital gains due to the members’ industry allow it, the share capital is periodically increased. The shares created for this purpose are distributed among the members, including those who have contributed only their industry. The Articles of Association shall lay down the conditions for the application of this paragraph. The capital may not be increased by capitalisation of reserves before the shares…

A shareholder may only transfer all or part of his shares to a third party outside the company if the transferee is first approved by the company under the conditions set out in premier alinéa de l’article 19 de la loi n° 66-879 du 29 novembre 1966. The proposed transfer is notified to the company and to each of the members, either in the form provided for by the article…

If the company refuses to approve the transferee, it shall notify, within a period of six months from the notification of its refusal, in the forms provided for in the previous article, in the same forms to the member who persists in his intention to transfer his shares, a draft transfer in accordance with the provisions of the third paragraph of article 19 of law no. 66-879 of 29 November…