Section 5: Professional non-trading companies set up by professionals covered by Titles I and II of this Book

Copies or extracts of the minutes of shareholders’ meetings are validly certified by a single managing director. During the liquidation of the company, they are validly certified by a single liquidator.

Each shareholder has an equal number of votes, regardless of the number of shares held. However, where members only work part-time, the Articles of Association may allocate them a reduced number of votes. A shareholder may give a written mandate to another shareholder to represent him at the meeting. No member may hold more than two proxies. The General Meeting may only validly deliberate if at least three quarters of…

Apart from the cases provided for by article 19 of law no. 66-879 of 29 November 1966 relating to professional non-trading companies and by articles R. 4381-48, R. 4381-52, R. 4381-79 and R. 4381-80 imposing special majority conditions, decisions are taken by a majority of the votes held by the members present or represented. In all cases, the Articles of Association may provide for a higher majority or even unanimity…

Any amendment to the Articles of Association shall be decided by a majority of three quarters of the votes of the members present or represented. The adoption and amendment of the by-laws shall be decided by the same majority. However, an increase in the liabilities of the members may only be decided unanimously.

At the end of each financial year, the manager(s) shall draw up, in accordance with the conditions laid down in the Articles of Association, the company’s annual financial statements, a report on the results for the financial year and proposals for their allocation. Within three months of the end of the financial year, the documents referred to in the previous paragraph are submitted to the General Meeting for approval. To…

Any member may, at any time, inspect the documents referred to in Article R. 4381-49, the minute books and the registers and documents held by the company. The right to inspect includes the right to take copies.

The remuneration paid on shares representing the contributions provided for in 1° of Article R. 4381-34 may not exceed the rate on securities advances from the Banque de France less two points. The remuneration of shares representing the other contributions provided for in 2°, 3° and 4° of Article R. 4381-34 and shares distributed following a capital increase may not exceed the same rate plus two points. The surplus profits,…