Subsection 2: Provisions applicable to professional non-trading companies

Decisions that exceed the powers of the manager(s) shall be taken by the members meeting at a general meeting. The meeting is held at least once a year. It is also convened when one or more partners, representing at least half in number of the partners or a quarter of the capital, so request the manager, indicating the agenda. In the absence of provisions to the contrary in the Articles…

The minutes of the shareholders’ deliberations are recorded in a special register that has previously been listed and initialled by the clerk responsible for keeping the register of companies in which the company is registered. The register is kept at the registered office. It may be consulted by any member.

Each partner has an equal number of votes regardless of the number of shares he owns. A partner may give a written mandate to another partner to represent him at the meeting. However, a member may not hold more than two proxies. The meeting may only validly deliberate if at least three quarters of the members are present or represented. If this quorum is not reached, the members shall be…

Subject to the provisions of article 19 of law no. 66-879 of 29 November 1966 and those of articles R. 814-99, R. 814-122, R. 814-122-1, R. 814-124, R. 814-130, R. 814-131, R. 814-140, decisions are taken by a majority of the votes of the members present or represented. In all cases, the Articles of Association may provide for certain decisions to be taken by a qualified majority or unanimously by…

Amendments to the Articles of Association, including the extension of the company, are decided by a majority of three quarters of the votes of all the members. Increases in members’ liabilities can only be decided unanimously.

The majority required to approve one of the transactions mentioned in the first paragraph of article 27 of Law no. 66-879 of 29 November 1966 relating to professional non-trading companies is that provided for in the first paragraph of article R. 814-122.

Profits shall be distributed in accordance with the Articles of Association. However, remuneration for capital contributions may not exceed two-thirds of profits.

Unless otherwise stipulated in the Articles of Association, shares may be freely transferred to a partner.

When a member decides to transfer all or part of his shares to a third party, the proposed transfer is notified to the company and to each member by registered letter with acknowledgement of receipt. Within two months of being notified of the proposed transfer, the company makes its consent or refusal known, in the same forms. Silence on the part of the company during this period shall constitute implicit…

If the company refuses to consent to the transfer, it is obliged, within six months of being notified of its refusal, to notify the shareholder by registered letter with acknowledgement of receipt of a proposed transfer or repurchase of his shares which implies an undertaking by the transferee or the company to acquire the shares. If the price proposed for the transfer or redemption is not accepted by the transferor,…