Subsection 1: Professional non-trading companies

The Articles of Association may allocate a reduced number of votes to partners who only exercise their profession on a part-time basis. They may also allocate partners a reduced number of votes for as long as the shares they hold have not been fully paid up. Each partner may be represented by another partner holding a written mandate. A partner may not hold more than two proxies.

Subject to the provisions of section 19 of the law of 29 November 1966 and those of this sub-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 or even unanimity of the members for all decisions or only for those they list.

Amendments to the Articles of Association, and in particular the extension of the company’s term, are decided by a majority of three quarters of the votes of all the members. However, an increase in the members’ commitments may 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. 422-24.

The deliberations of the members are subject to the provisions of articles 40 to 47 of decree n° 78-704 of 3 July 1978. The General Meeting may only validly deliberate if at least three quarters of the members are present or represented. If the quorum is not reached, the members are convened once again and the meeting deliberates validly if at least two members are present or represented. The register…

After the close of each financial year, the manager or managers shall draw up, under the conditions set out in Article 1856 of the Civil Code, an overall written report including the company’s annual accounts and a report on the results. Within two months of the end of the financial year, the documents mentioned in the previous paragraph are submitted to the members’ meeting for approval. To this end, these…

Each shareholder may, at any time, inspect, under the conditions set out in Article 48 of Decree no. 78-704 of 3 July 1978, the company’s annual financial statements and the report on the company’s results, as well as all accounting records and documents in the company’s possession.

The provisions of articles 49, 50 and 52 du décret n° 78-704 du 3 juillet 1978 sont applicables aux cessions et transmissions de parts sociales et à leur publicité.

In the case provided for in section 19, third paragraph, of the law of 29 November 1966, the price of the shares is determined, in the absence of agreement between the parties, in accordance with the provisions of the articles 1843-4 of the Civil Code and 17 du décret n° 78-704 du 3 juillet 1978. Where the transferring shareholder refuses to sign the deed transferring his shares at the price…

In the event of the death of a partner, the transfer period provided for in the second paragraph of l’article 24 of the law of 29 November 1966 is set at one year from the date of death. It may be renewed by agreement between the heirs of the deceased member and the company, given under the conditions provided for the transfer of shares by l’article 19, premier alinéa, de…