Legislative part

The Articles of Association determine the decisions that must be taken collectively by the shareholders in the forms and under the conditions that they provide. However, the powers vested in the extraordinary and ordinary general meetings of public limited companies, in respect of increases, amortisation or reductions in capital, mergers, demergers, dissolutions, conversions into a company of another form, appointments of auditors, annual accounts and profits are, under the conditions…

The shareholders may appoint one or more statutory auditors under the conditions provided for in Article L. 227-9. At least one statutory auditor must be appointed by simplified joint stock companies which, at the close of a financial year, exceed two of the following thresholds, set by decree: their balance sheet total, the amount of their turnover excluding tax or the average number of their employees during the financial year….

The statutory auditor or, if no statutory auditor has been appointed, the chairman of the company, presents a report to the shareholders on the agreements entered into directly or through an intermediary between the company and its chairman, one of its directors, one of its shareholders holding more than 10% of the voting rights or, in the case of a corporate shareholder, the company controlling it within the meaning of…

Article L. 227-10 does not apply to agreements relating to current transactions and entered into under normal conditions.

The prohibitions provided for in Article L. 225-43 apply, under the conditions determined by this article, to the chairman and senior executives of the company.

The company’s Articles of Association may provide for the inalienability of shares for a period not exceeding ten years.

The Articles of Association may make any transfer of shares subject to the Company’s prior approval.

Any assignment made in violation of the statutory clauses is void.

Under the conditions they determine, the Articles of Association may provide that a shareholder may be required to transfer his shares. They may also provide for the suspension of the non-pecuniary rights of that shareholder until he has made such a transfer.

The Articles of Association may provide that a member company whose control is modified within the meaning of Article L. 233-3 must inform the société par actions simplifiée of the change. The latter may decide, under the conditions set out in the Articles of Association, to suspend the exercise of the non-pecuniary rights of this associate and to exclude him. The provisions of the previous paragraph may apply, under the…