Legislative part

A legal entity may be appointed as a director. When appointed, it is required to designate a permanent representative who is subject to the same conditions and obligations and incurs the same civil and criminal liability as if he were a director in his own name, without prejudice to the joint and several liability of the legal entity he represents. The permanent representative is taken into account when assessing whether…

An individual may not simultaneously hold more than five directorships in public limited companies having their registered office on French territory. As an exception to the provisions of the first paragraph, any directorships or supervisory board memberships held by this person in controlled companies within the meaning of Article L. 233-16 by the company of which it is a director. For the application of the provisions of this article, the…

A director may become an employee of a public limited company on whose board he sits if, at the close of a financial year, that company does not exceed the thresholds defining small and medium-sized enterprises provided for in Article 2 of the Annex to Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises and if his employment contract corresponds to actual employment….

An employee of the company may only be appointed as a director if his employment contract corresponds to actual employment. He shall not lose the benefit of such employment contract. Any appointment made in violation of the provisions of this paragraph shall be null and void. Such nullity shall not entail the nullity of the deliberations in which the director irregularly appointed took part. The number of directors bound to…

In companies which, at the close of two consecutive financial years, employ at least one thousand permanent employees in the company and its direct or indirect subsidiaries whose registered office is located in France, or at least five thousand permanent employees in the company and its direct or indirect subsidiaries whose registered office is located in France and abroad, where the report presented by the Board of Directors at the…

In the event of a vacancy caused by the death or resignation of one or more directors, the Board of Directors may, between two General Meetings, make provisional appointments. When the number of directors has fallen below the legal minimum, the remaining directors must immediately call an Ordinary General Meeting to complete the Board. When the number of directors has fallen below the statutory minimum, but not below the legal…

The Articles of Association may require each director to own a number of shares in the company, which they determine. If, on the day of his appointment, a director does not own the required number of shares or if, during his term of office, he ceases to own them, he shall be deemed to have resigned automatically if he has not rectified his situation within six months. The provisions of…

The statutory auditors, if any, shall be responsible for ensuring compliance with the provisions of Article L. 225-25 and shall denounce any breach thereof in their report to the annual general meeting.

It may be stipulated in the Articles of Association that, in addition to the directors whose number and method of appointment are provided for in Articles L. 225-17 and L. 225-18, directors elected either by the company’s employees, or by the employees of the company and those of its direct or indirect subsidiaries whose registered office is located in France. The number of such directors may not exceed four or…

I. – In companies which employ, at the close of two consecutive financial years, at least one thousand permanent employees in the company and its direct or indirect subsidiaries whose registered office is located in France, or at least five thousand permanent employees in the company and its direct or indirect subsidiaries whose registered office is located in France and abroad, it is stipulated in the Articles of Association that…