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

Company Law (en cours)

Pursuant to Article R. 221-2 of the Commercial Code, any resolution of the partners is recorded in minutes indicating the date and place of the meeting, the names and first names of the partners present, the documents and reports submitted for discussion, a summary of the debates, the text of the resolutions put to the vote, and the results of the votes. The minutes must be signed by all partners present. In the case of a written consultation, it is mentioned in the minutes, to which the response of each partner is annexed and which is signed by the managers .

When all partners are managers, only the resolutions whose purpose exceeds the powers granted to the managers are subject to the drafting of minutes . All minutes must be recorded in a special register kept at the registered office and numbered and initialed either by a judge of the commercial court, a judge of the district court, the mayor of the municipality of the registered office, or a deputy mayor, in the ordinary form and without charge .

Minutes may be drawn up on numbered loose sheets without discontinuity, initialed and stamped with the seal of the authority that initialed them. As soon as a sheet has been filled, even partially, it is attached to those previously used, so that any addition, deletion, substitution, or interchange of sheets is prohibited  . The special register may be kept and the minutes drawn up in electronic form. In this case, they are signed using an electronic signature that meets at least the requirements for an advanced electronic signature as provided by Article 26 of Regulation No 910/2014 of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market. The minutes are electronically dated by a timestamping process offering full proof guarantee .

The minutes have probative value that allows partners, in case of litigation, to justify certain facts. Thus, the resolution of a meeting of an SNC cannot be considered as having the purpose of settling the distribution of losses, as long as the minutes expressly state that it proceeded with a supplementary call for funds to meet the demands of certain social creditors . However, the fictitious nature of the general meetings of an SNC and the disappearance of the affectio societatis cannot be inferred from the absence of signatures of all the partners on the minutes, as long as the attendance sheets are regularly signed .

Commercial Code, Art. R. 221-3 para. 1 and 2.

Cass. com., 7 March 1989, LawLex202200003223JBJ.

CA Amiens, 15 December 2016, LawLex202200010255JBJ.

384. Formalism of decisions