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Droit des sociétés | Covid-19 : Prolongation des règles exceptionnelles relatives aux réunions des assemblées générales et des organes dirigeants

As announced in our Corporate newsletter of 11 June 2020, over the past few months, the French government has implemented measures in order to adapt certain rules of corporate law to the sanitary emergency due to the COVID-19 epidemic. Ordinance n° 2020-321 of 25 March 2020 amends, in particular, the regulations that cover assemblies and consultations for general meetings and governing bodies of legal persons and entities devoid of legal personality under private law.

This Ordinance, of which the termination date was initially set at 31 July 2020, is now applicable until 30 November 2020 (Decree n°2020-925 of 29 July 2020). Therefore, for assemblies and meetings of collegial administrative, supervisory, and governing bodies held up until this date, the following measures have been extended:

– Recourse to an Assembly in closed session if the location of the meeting is affected by an administrative measure limiting or prohibiting gatherings on health grounds and if the associates are advised of the date and time of the assembly, and the conditions in which they can exercise the rights connected with their status.

– Recourse to a telephone or video conference for assemblies and decisions of governing bodies is authorised, whatever the object of the decision and the statutory provisions, even if the articles of incorporation or the rules and regulations prohibit this possibility, providing that the technical means used allow for the identification of participants, the transmission of the participants’ voices, at least, the continuous simultaneous broadcast of decisions, and the guarantee of the effective participation of the governing bodies.

– Recourse to written consultation for assemblies and decisions of governing bodies, whatever the object of the decision and the statutory provisions.

– Possibility of sending information requested by associates prior to assemblies by email if the associates have provided their email address in their request.

For listed companies, failure to invite a shareholder by letter to a general meeting will continue not to be a cause of invalidation of general meetings until 30 November 2020, providing that this failure arises from circumstances extraneous to the company, due to the COVID-19 epidemic.

For any questions relative to the organisation of assemblies and meetings of your governing bodies prior to 30 November 2020 or relative to the adaptation of your company’s articles or incorporation or rules and regulations in order to simplify the organisation of these meetings, please do not hesitate to contact our Corporate team.

Photo by Adam Nieścioruk on Unsplash

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