French Business Law - French Legislation

Article L228-35 of the French Commercial code

November 8, 2023

In the event of an issue of bonds convertible into shares, the holders of the investment certificates shall have, in proportion to the number of shares they own, a preferential right to their irreducible subscription. Their special meeting, convened and ruling in accordance with the rules of the extraordinary general meeting of shareholders, may waive this right. These bonds may only be converted into non-voting preference shares with the same…

Article L228-35-1 of the French Commercial code

November 8, 2023

When the company is formed or during its existence, priority shares may be created which enjoy advantages over all other shares, subject to the provisions of articles L. 225-122 to L. 225-125. As an exception to article L. 225-99, the articles of association or the issue contract may provide that the decision by the Extraordinary General Meeting to convert preference shares into ordinary shares shall not be binding on the…

Article L228-35-2 of the French Commercial code

November 8, 2023

Non-voting preferred shares may also be created under the conditions set out in articles L. 228-35-3 to L. 228-35-11, subject to the provisions of articles L. 225-122 to L. 225-126.

Article L228-35-3 of the French Commercial code

November 8, 2023

Non-voting preference shares may be created by a capital increase or by conversion of ordinary shares already issued. They may be converted into ordinary shares. Non-voting preferred shares may not represent more than one quarter of the share capital. Their par value is equal to that of the ordinary shares or, where applicable, the ordinary shares of one of the classes previously issued by the company. Holders of non-voting preference…

Article L228-35-4 of the French Commercial code

November 8, 2023

Priority dividend shares without voting rights entitle their holders to a priority dividend deducted from the distributable profit for the year before any other appropriation. If it appears that the priority dividend cannot be paid in full due to insufficient distributable profits, the latter must be distributed proportionally among the holders of non-voting preference shares. The right to payment of a preferential dividend which has not been paid in full…

Article L228-35-5 of the French Commercial code

November 8, 2023

When the priority dividends due in respect of three financial years have not been paid in full, the holders of the corresponding shares acquire, in proportion to the percentage of the capital represented by these shares, a voting right equal to that of the other shareholders. The voting right provided for in the previous paragraph continues until the expiry of the financial year in which the priority dividend has been…

Article L228-35-6 of the French Commercial code

November 8, 2023

Holders of non-voting preference shares are convened to a special meeting under conditions set by decree in the Conseil d’Etat. Any shareholder holding non-voting preference shares may attend the special meeting. Any clause to the contrary is deemed unwritten. The special meeting of non-voting preference shareholders may issue an opinion prior to any decision of the general meeting. It shall then decide by a majority of the votes cast by…

Article L228-35-7 of the French Commercial code

November 8, 2023

In the event of a capital increase through contributions in cash, holders of non-voting preference shares are entitled to preferential subscription rights under the same conditions as ordinary shareholders. However, the Extraordinary General Meeting may decide, after consulting the special meeting provided for in Article L. 228-35-6, that they will have a preferential right to subscribe, under the same conditions, for new non-voting preference shares with the same rights as…

Article L228-35-8 of the French Commercial code

November 8, 2023

The chairman and members of the board of directors, the general managers, the members of the management board and the supervisory board of a société anonyme, the managers of a société en commandite par actions and their spouses who are not legally separated, as well as their unemancipated minor children, may not hold, in any form whatsoever, non-voting preference shares issued by this company.

Article L228-35-9 of the French Commercial code

November 8, 2023

A company that has issued non-voting preference shares is prohibited from amortising its capital. Repayments made prior to the full redemption or cancellation of the non-voting preference shares may be cancelled. In the event of a capital reduction not due to losses, non-voting preference shares shall, before ordinary shares, be purchased under the conditions provided for in the last two paragraphs of Article L. 228-35-10 and cancelled. Any purchase of…

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French Commercial code

Article L228-35 of the French Commercial code

Article L228-35-1 of the French Commercial code

Article L228-35-2 of the French Commercial code

Article L228-35-3 of the French Commercial code

Article L228-35-4 of the French Commercial code

Article L228-35-5 of the French Commercial code

Article L228-35-6 of the French Commercial code

Article L228-35-7 of the French Commercial code

Article L228-35-8 of the French Commercial code

Article L228-35-9 of the French Commercial code

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French Commercial code

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