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Droit des sociétés | Covid-19 : L'aménagement exceptionnel des règles de droit des sociétés

The French government has adopted several ordinances and decrees in order to adjust certain rules of corporate law in light of the current health emergency, which has been extended through midnight on 10 July 2020.

1. Extended deadlines

For companies closing their accounts as of 30 September 2019 and for which the Statutory Auditor has not issued its report on the financial statements by 12 March 2020:

– The deadline for convening and holding the Annual General Meeting (AGM) of Shareholders to approve the financial statements has been extended by 3 months. If the company closes its accounts at 31 December 2019, this deadline will expire on 30 September 2020;

– The deadline for the Management Board of a public limited company (société anonyme) to present the annual financial statements to the Supervisory Board has been extended by 3 months. If the company closes its accounts at 31 December 2019, this deadline will expire on 30 June 2020.

For companies subject to Article L232-2 of the French Commercial Code and closing their accounts or their half-year as of 30 November 2019:

– The deadline for preparing “management planning” documents has been extended by 2 months. If the company closes its accounts at 31 December 2019, this deadline will expire on 30 June 2020.

2. Adjustment of rules governing AGMs and meetings of management bodies

For AGMs and meetings of management bodies any company or entity without legal personality under private law held between 12 March and 31 July 2020.

2.1 Participation and deliberations

Where the AGM is not convened in person, the notice of meeting shall specify this and indicate the method of organisation selected (closed proceeding, videoconference or written consultation).

Closed proceeding

AGMs may be validly held outside the physical presence of persons entitled in principle to attend where:

– at the date of the notice of meeting, or at the date of the meeting itself, the AGM is scheduled to take place at a location affected by an administrative measure limiting or prohibiting public gatherings for health reasons.

– the shareholders have been advised, by any means ensuring their effective information, of the date and time of the meeting and of the conditions in which they will be able to exercise the rights associated with their capacity as shareholders.

In such case, the shareholders will be able to vote remotely, designate a proxy or take part in the AGM via conference call or videoconference.

Conference call or videoconference

Use of conference calls or videoconferences for AGMs and the decisions taken by management bodies is authorised, irrespective of the purpose of the decision and the provisions of the by-laws.

The technical means used for conference calls or videoconferences shall enable the participants to be clearly identified, transmit at least the voice of the participants, broadcast the deliberations without interruption in real time and ensure the effective participation of the management bodies.

Written consultation

Use of written consultation for AGMs and the decisions taken by management bodies is authorised, irrespective of the purpose of the decision and the provisions of the by-laws.

For AGMs, the law applicable to the company’s legal form shall provide for the use of written consultation, and for the decisions taken by management bodies the written consultation shall be carried out in conditions allowing all members of the management bodies to take part in the deliberations.

2.2 Notice of meeting and right to information

– The information requested by shareholders prior to holding a meeting may be deemed to have been validly delivered via e-mail, where the shareholders have provided their e-mail address in their request for information.

– If the sending of the notices of meeting preceded the decision to hold the meeting remotely, the shareholders must be informed of it by any means at least three working days before the date of the meeting.

– For publicly-traded companies, the fact that the notice of meeting for the AGM was not delivered by post does not render the AGM null and void where such delivery was made impossible due to circumstances outside the company’s control resulting from the Covid-19 epidemic.

Photo by Nastuh Abootalebi on Unsplash

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