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Corporate · Sub-expertise

General meetings.

The general meeting is where the company's structural decisions are made and formalized. A poorly prepared meeting opens the door to challenges, nullities or disputes between shareholders. We secure the entire process, from the notice of meeting to the minutes, so that every decision is legally unassailable.

→ What we cover

Our scope of intervention.

Preparation of the meeting

Drawing up the agenda, checking the relevant authority (ordinary, extraordinary or combined meeting), preparing the management report, the annual accounts and the draft resolutions.

Notice of meeting

Compliance with the deadlines and formalities (registered letter, email, official gazette as applicable), inclusion of the mandatory information, management of the shareholders' right to information.

Conduct of the meeting

Verification of the quorum, management of proxies and powers of attorney, keeping of the attendance sheet, chairing of the session, management of voting and resolution of incidents.

Minutes

Drafting of accurate minutes faithful to the decisions taken, mandatory wording, required signatures, and keeping of the register of corporate decisions.

Post-meeting formalities

Filing with the commercial court registry of decisions subject to publicity, publication in a legal-notices outlet, updating of the company registration extract (Kbis) and internal registers.

Approval of the annual accounts

Annual approval cycle: notice of meeting within six months of the financial year-end, filing of the accounts with the registry, management of any confidentiality (small and medium-sized enterprises).

→ Our approach

A proven methodology.

01

Preparation

Diagnosis of the meeting (purpose, type, required majorities), drawing up the agenda, drafting the draft resolutions and the necessary reports.

02

Notice of meeting

Sending of the notices in the required form and within the required deadlines, making available the documents (management report, accounts, draft resolutions).

03

Holding the session

Attendance at the meeting if necessary, verification of the quorum, management of voting, drafting of the minutes during the session.

04

Formalities

Filing of decisions with the registry, legal publication, updating of the registers, transmission of documents to shareholders and authorities where required.

→ Who we help

Typical engagements.

Annual meeting to approve the accounts

Full annual cycle: notice of meeting, management report, approval of the accounts, allocation of profit, discharge of the directors, filing with the registry within the deadlines.

Extraordinary meeting to amend the articles

Holding an extraordinary general meeting to amend the corporate purpose, transfer the registered office, modify the share capital or change the corporate form: preparation of the resolutions, verification of the majorities, publicity formalities.

Meeting to appoint or remove an officer

Ordinary general meeting to appoint or remove an officer: preparation of the file, procedural safeguards (notably in the event of a contentious removal), formalities with the registry.

Remote general meeting

Organization of a meeting by videoconference or by correspondence where the articles allow it: technical safeguards, management of electronic signatures, traceability.

→ Q&A

Frequently asked questions.

Within six months following the financial year-end. An extension may be requested from the president of the commercial court. Failure to comply may engage the officer's liability and result in penalties on the filing of the accounts.

The ordinary general meeting deals with day-to-day management decisions: approval of the accounts, appointment of officers, regulated agreements. The extraordinary general meeting amends the articles: capital, purpose, form, registered office. The quorum and majority requirements are stricter for the extraordinary meeting.

Yes, if the articles provide for it or pursuant to specific measures. Videoconferencing and written consultation are possible in most SAS and SARL companies. A remote meeting must guarantee the identification of voters and the confidentiality of votes.

A decision may be annulled by the court in the event of a serious procedural defect (failure to give notice, insufficient quorum, abuse of majority). Nullity may be sought for up to three years. To avoid this risk, the legal and statutory formalities must be scrupulously observed.

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