Section 2: Operation by a société civile professionnelle (non-trading professional partnership)

Apart from the cases provided for by article 19 of law no. 66-879 of 29 November 1966 relating to sociétés civiles professionnelles and by article R. 6223-22 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 of the members for all decisions or…

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

After the end of each financial year, the manager or managers shall draw up, in accordance with the conditions laid down in the Articles of Association, the company’s annual accounts, a report on the results for the financial year and proposals for the allocation of the balance of accounts. Within three months of the end of the financial year, the documents referred to in the previous paragraph are submitted to…

Any shareholder may, at any time, obtain copies of the documents referred to in the previous article, minute books, accounting records and documents and, more generally, any documents held by the company.

The remuneration paid on shares representing the contributions provided for in 1° of Article R. 6223-14 may not exceed the rate on advances of securities from the Banque de France less two points. The remuneration paid on shares representing the other contributions provided for in 2°, 3° and 4° of Article R. 6223-14 and on shares distributed following a capital increase may not exceed this same rate plus two points….