All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

The bondholders' general meeting may be convened either by the board of directors, the executive board, or the legal representative of the company, or by the representatives of the body . One or more bondholders who hold at least one-thirtieth of the securities of a body may send a request to the company and the representative of the body to convene the bondholders' general meeting . The notice mu …

Conditions

The bondholders' general meeting may be convened either by the board of directors, the executive board, or the legal representative of the company, or by the representatives of the body . One or more bondholders who hold at least one-thirtieth of the securities of a body may send a request to the company and the representative of the body to convene the bondholders' general meeting . The notice must be given by extrajudicial act or by registered letter with a request for acknowledgment of receipt . It must indicate the agenda to be submitted to the meeting . Regarding the timeframe, the general meeting convened at the initiative of one or more bondholders must be held within two months from the request for convening . Failing this, the authors of the request may appoint one of them to request the president of the Judicial Court to appoint a representative who will convene the meeting . The president of the Judicial Court will rule in summary proceedings and set the agenda for the meeting .

During the liquidation period of the company, the general meeting must be convened by the liquidators . In the event of safeguard, reorganization, or judicial liquidation of the debtor company, notices and convocations intended for bondholders are sent to the representatives of the body, as the case may be, by the legal representative of the company, the administrator, or the judicial representative .

The convening of the bondholders' general meeting must occur under the same formal and timing conditions as those for shareholders' meetings, unless otherwise stipulated in the issuance contract . Therefore, the notice of meeting must include: the company name, possibly followed by its acronym, the form of the company, the amount of share capital, the address of the registered office, the unique company identification number, adding the specific commercial and companies register followed by the name of the city where the office is registered is located; the day, time, and place of the meeting, as well as its nature and agenda . The notice must also indicate the conditions under which bondholders can vote by mail and the places and conditions where they can obtain the necessary forms and the documents attached thereto . In addition to that information, the notice of convening the bondholders' general meeting must contain: the indication of the loan subscribed by the bondholders whose group is convened in the meeting; the name and address of the person who initiated the convening and the capacity in which they act and, if applicable, the date of the court decision appointing the representative responsible for convening the meeting .

When the issuance contract sets the conditions under which the notice is brought to the bondholders' attention , the body responsible for convening the bondholders must be able to justify at any time that the notice was delivered in accordance with the stipulations of the issuance contract. This communication must be made sufficiently in advance of the general meeting to allow bondholders to analyze the items on the agenda . In the absence of a stipulation in the issuance contract setting the terms for convening bondholders to the general meeting of bondholders, it is carried out by inserting a notice of meeting in a medium authorized to receive legal announcements in the department of the debtor company's registered office and, if its bonds are admitted to trading on a regulated market or if all its bonds are not in registered form, in the Bulletin des annonces légales obligatoires . According to the last paragraph of Article R. 228-67 of the Commercial Code, if all the bonds issued by the company are registered, the aforementioned insertions may be replaced by a notice made at the company's expense, by simple or registered letter sent to each bondholder. This notice may also be transmitted by electronic telecommunication  to the address indicated by the bondholder. In the case of indivisible bonds, notices must be sent to all co-owners. Finally, when the bonds are subject to usufruct, notices must be sent to the bare owner.

When a representative is appointed by the president of the Judicial Court to convene the general meeting requested by one or more bondholders who hold at least one-thirtieth of the securities and this meeting has not been convened within two months from their request , the agenda of the meeting is set by the president of the Judicial Court .

The notice of meeting must indicate the agenda of the assembly, which is set by the author of the notice . However, one or more bondholders who hold at least one-thirtieth of the securities of a group may, following their request to the company and the representative of the group to convene the general meeting of bondholders , request the inclusion of draft resolutions on the agenda . These must be included in the agenda and submitted by the chair of the meeting to the vote of the assembly .

The questions on the agenda must be worded in such a way that their content and scope are clear, without the need to refer to other documents . On a second convocation, the agenda of the meeting cannot be modified . In all cases, the meeting cannot deliberate on a question that is not on the agenda .

The issuance contract may provide for the notice period . Failing that, the period between the date of either the insertion or the last of the insertions containing a notice of meeting, or the sending of the letters, or the transmission of the notice by electronic communication, and the date of the meeting, must be at least fifteen days for the first notice and ten days for the subsequent notice .

Any meeting irregularly convened may be annulled. However, the action for annulment is not admissible when all the bondholders of the concerned body are present or represented at the meeting .

Commercial Code, Art. L. 228-58, para. 1; CA Montpellier, 24 November 2020, LawLex202300005476JBJ, considering that a company director's failure to convene a bondholders' meeting, called to deliberate on the extension of the amortization period of a bond loan, is not sanctioned by the invalidity of the modification thus made to the issuance contract.

Commercial Code, Art. L. 228-58, para. 2; Cf. CA Paris, 25 November 2008, LawLex202300005302JBJ, holding that a bondholder cannot replace the representative of the body to act in convening the body for the defense of the common interests of the securities holders.

Commercial Code, Art. R. 225-66, para. 1, by reference to Art. R. 228-59, para. 1.

Commercial Code, Art. R. 228-67, para. 1.

Commercial Code, Art. R. 228-67, para. 2.

On the conditions for implementing this electronic means, see Commercial Code, Art. R. 225-63.

Commercial Code, Art. L. 225-58, para. 1 and 2; R. 228-65, para. 2.

Commercial Code, Art. R. 228-65, para. 2.

Commercial Code, Art. L. 228-60, para. 1.

Commercial Code, Art. R. 228-65, para. 1.

Commercial Code, Art. L. 225-58, para. 1.

Commercial Code, Art. L. 228-60, para. 2.

Commercial Code, Art. R. 225-66, para. 2, by reference to Art. R. 228-59, para. 1.

Commercial Code, Art. L. 228-60, para. 4.

Commercial Code, Art. L. 228-60, para. 3.

Commercial Code, Art. L. 228-59, para. 1.

Commercial Code, Art. R. 225-69, by reference to Art. L. 228-59, para. 1.

Commercial Code, Art. L. 228-59, para. 2.

Commercial Code, Art. R. 228-65, para. 2, by reference to Art. L. 228-58, para. 3.

Commercial Code, Art. L. 228-58, para. 3, and R. 228-65, para. 2.

Company Law (en cours)

112. Conditions

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112. Conditions

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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