Section 4: Companies of statutory auditors

Sociétés d’exercice libéral à responsabilité limitée, à forme anonyme ou par actions simplifiées de commissaires aux comptes are governed by the provisions of Book II of this Code, subject to the provisions of sub-sections 1 and 3 of this section.

In addition to the documents mentioned in article R. 822-41 the application for registration submitted by a société d’exercice libéral shall be accompanied by a list of shareholders or partners who are not statutory auditors, specifying for each of them: surnames, forenames, domicile, profession as well as their functions in the company and the number of shares in the capital or corporate units that these shareholders or partners hold. The…

The shareholders’ meeting may only validly deliberate if at least three quarters of the shareholders are present or represented. If this quorum is not reached, the members shall be convened once again with the same agenda and the meeting shall deliberate validly if at least two members are present.

Subject to the provisions of loi n° 90-1258 du 31 décembre 1990 and this section 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 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.

The consent of the company, required for the transfer by one of the members of all or part of his shares or corporate units to a third party with a view to practising his profession within the company, is acquired under the conditions provided for in articles L. 223-14 and L. 228-24 and 10 de la loi n° 90-1258 du 31 décembre 1990.

The liquidator may be replaced on grounds of impediment or for serious reasons by decision of the president of the judicial court of the place of the company’s registered office, ruling in summary proceedings, at the request either of the liquidator himself, or of the partners, shareholders or their successors. .