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

Company Law (en cours)

In the SNC, contractual freedom plays an important role. Consequently, the articles of association freely determine the rules for convening partners to meetings, particularly the person responsible for convening them, the form, and the notice period.

Regarding the author of the notice, in the absence of a statutory provision, this task falls to the manager insofar as he can perform all acts of ma …

Terms and conditions

In the SNC, contractual freedom plays an important role. Consequently, the articles of association freely determine the rules for convening partners to meetings, particularly the person responsible for convening them, the form, and the notice period.

Regarding the author of the notice, in the absence of a statutory provision, this task falls to the manager insofar as he can perform all acts of management in the interest of the company . The manager who has transferred his shares without recording the transaction in writing retains the ability to request the convening of a general meeting as long as the transfer is not enforceable against the company . Similarly, a resigning manager can validly convene an extraordinary general meeting when he has sent his resignation letter only to the SNC and not to each partner, as required by the statutes .

Furthermore, when the meeting must be convened to dismiss the manager of the SNC, the notice may be issued by the partners . Similarly, a partner may convene the other partners for a meeting, based on the second paragraph of Article L. 221-6 of the Commercial Code. The holding of this meeting must not infringe on the right of any partner to participate in collective decisions .

Regarding the form of the notice, the statutes may provide that the partners will receive their notices by regular mail, registered mail with acknowledgment of receipt, by posting, by email, or even orally. However, in the absence of such provisions, sending the notice by registered mail remains the most commonly used practice, particularly due to its evidentiary value. Furthermore, if there is a statutory auditor, they must be invited to all meetings that review or approve annual accounts, and to all partners' meetings, pursuant to Article L. 823-17 of the Commercial Code. Failure to comply with this obligation exposes the manager to imprisonment for two years and a fine of 30,000 EUR .

The notices must indicate the agenda of the meeting and be sent to the respective addresses of the partners, and not deliberately to incorrect addresses, under penalty of rendering them irregular . Therefore, it is the responsibility of the partner to inform the manager of any change of address, so that the notice that uses the address indicated on the company's Kbis extracts is regular as long as it has been sent to the partner's last known address .

Finally, regarding the timeframe, when the notice concerns the meeting for the approval of the accounts, the manager or the body provided for in the statutes sends the notices to the partners and the statutory auditor, if there is one , at least fifteen days before the meeting . During this period, the partners have sufficient time to become acquainted with the management of the company . However, in the case of a meeting other than the one approving the accounts, the legislator remains silent. In the absence of a statutory clause, the fifteen-day notice period before the meeting, as applied to limited liability companies, could validly apply .

Any meeting irregularly convened may be annulled. This is the case when an extraordinary general meeting, for the purpose of extending the SNC, is convened a few months before its term, whereas the statutes provide for a minimum period of one year . The nullity incurred is a relative nullity, subject to a three-year limitation period . However, the action for nullity is not admissible when all shareholders were present or represented. Therefore, the appearance of the partner, convened by ordinary letter and not by registered mail with acknowledgment of receipt, as required by the statutes of the SNC, covers the irregularity of the convening .

CA Dijon, 20 May 2021, LawLex202200011180JBJ.

Commercial Code, Art. R. 223-20, para. 1.

CA Nîmes, 4 June 2009, LawLex202200009988JBJ.

Commercial Code, Art. L. 235-9, para. 1 and Civil Code, Art. 1844-14.

CA Montpellier, 7 December 2010, LawLex202200009999JBJ.

Paris, 21 February 2019, LawLex202200008808JBJ.

Cass. 3e ch. civ., 25 June 2020, LawLex202200011427JBJ, concerning a civil company, but applicable to the SNC.

Company Law (en cours)

373. Terms and conditions

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

373. Terms and conditions

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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