Unless otherwise stipulated in the Articles of Association, a director may give a written proxy to another director to represent him at a meeting of the Board of Directors. Each director may hold only one of the proxies received in application of the preceding paragraph at any one meeting. The provisions of the preceding paragraphs apply to the permanent representative of a legal entity that is a director.
An attendance register shall be kept, which shall be signed by the directors attending the meeting of the Board of Directors and which shall mention the names of the directors deemed to be present within the meaning of the third paragraph of Article L. 225-37. The attendance register may be kept in electronic form; in this case, the register shall be signed using an electronic signature that meets at least…
In order to guarantee, in accordance with the provisions of the third paragraph of article L. 225-37, the identification and effective participation in the board meeting of the directors taking part in it by videoconferencing or telecommunication means, these means transmit at least the voice of the participants and satisfy technical characteristics allowing continuous and simultaneous retransmission of the deliberations.
The deliberations of the Board of Directors are recorded in minutes drawn up in a special register kept at the registered office and listed and initialled either by a judge of the Commercial Court, or by a judge of the Judicial Court, or by the mayor of the municipality of the registered office or a deputy mayor, in the ordinary form and without charge. However, the minutes may be drawn…
The minutes of the meeting shall indicate the names of the directors present, deemed present within the meaning of article L. 225-37, excused or absent. It shall state the presence or absence of persons summoned to the Board meeting by virtue of a legal provision and the presence of any other person who attended all or part of the meeting. It also reports any technical incident relating to a videoconferencing…
Copies or extracts of the minutes of the deliberations are certified by the Chairman of the Board of Directors, the Chief Executive Officer, the Deputy Chief Executive Officers, the Managing Director temporarily acting as Chairman or a proxy authorised for this purpose. During the liquidation of the company, such copies or extracts shall be certified by a single liquidator. The certification may be made by means of an electronic signature…
Sufficient proof of the number of directors in office and of their presence or representation at a meeting of the Board of Directors shall be provided by producing a copy or extract of the minutes.
As soon as they are appointed, the persons appointed as directors are entitled to choose one of the methods of exercising general management provided for in article L. 225-51-1 and to appoint the Chairman of the Board of Directors, the Chief Executive Officer and, where applicable, the Deputy Chief Executive Officers.
The extract from the minutes containing the decision of the Board of Directors relating to the choice of one of the two methods of exercising general management provided for in Article L. 225-51-1 is the subject of a notice inserted in a medium authorised to receive legal announcements in the department of the registered office.
The Board of Directors may authorise the Chief Executive Officer to grant sureties, endorsements or guarantees on behalf of the company, up to a total amount that it shall determine. This authorisation may also set, for each commitment, an amount above which the company’s surety, endorsement or guarantee may not be given. Where a commitment exceeds either of the amounts thus fixed, the authorisation of the Board of Directors is…
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is a Registered Trademark of
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182, rue de Rivoli
75001, Paris France
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Paris Bar Registration n° (Toque) C2396
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is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
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