Subsection 2: Provisions applicable to professional non-trading companies

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…

When a member intends to withdraw from the company pursuant to article 21 of law no. 66-879 of 29 November 1966, it shall notify the company of its decision in one of the forms provided for in article R. 822-86. The company has six months from the date of this notification to notify the shareholder, in the same form, of a plan to sell his shares to a third party…

A partner who is personally removed from the list has a period of six months from notification of the decision to remove him from the list to sell his shares, either to a third party under the conditions provided for in Articles R. 822-50 and R. 822-86, either to the members or to one or more of them, or to the company. If at the end of this period no…

The provisions of article R. 822-89 are applicable to the transfer of the corporate units of a member whose exclusion from the company has been decided for conviction under the conditions provided for in article R. 822-62. The period allowed for the excluded member to sell his shares runs from the day on which he is notified of the other members’ decision to exclude him in one of the forms…