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

Company Law (en cours)

The shareholders of the SA have several prerogatives within the company, including a right of communication, which actually takes the form of a right to information prior to meetings, or a permanent right.
1) Right of prior communication
This right, referred to in Article L. 225-115 of the Commercial Code, involves the transmission to each shareholder , from the convening of the meeting until the  …

Right to participate in corporate life

The shareholders of the SA have several prerogatives within the company, including a right of communication, which actually takes the form of a right to information prior to meetings, or a permanent right.

This right, referred to in Article L. 225-115 of the Commercial Code, involves the transmission to each shareholder , from the convening of the meeting until the fifth day inclusively before the meeting, including by electronic means of telecommunication :

- annual accounts and the list of directors or members of the management board and the supervisory board, and, where applicable, consolidated accounts;

- reports from the board of directors or the executive board and the supervisory board, as applicable, and from the statutory auditors, if any, which will be submitted to the meeting;

- where applicable, the text and explanatory statement of the proposed resolutions, as well as information concerning the candidates for the board of directors or the supervisory board, as the case may be;

- of the total amount, certified accurate by the statutory auditors, if any, of the remuneration paid to the highest-paid individuals, the number of such individuals being ten or five depending on whether the workforce is at least two hundred and fifty employees or not;

- of the total amount, certified by the statutory auditors, if any, of the payments made pursuant to 1 and 5 of Article 238 bis of the General Tax Code, as well as the list of registered sponsorship or patronage shares.

Shareholders also have the right, under Article L. 225-116, to obtain, prior to any meeting, the list of shareholders.

From the convening of the annual ordinary general meeting and at least during the fifteen-day period preceding the date of the meeting, any shareholder or their proxy has the right to obtain additional information at the registered office or the place of the company's administrative management, in accordance with the provisions of Articles R. 225-89 and R. 225-91.

The shareholder's permanent right to information, guaranteed by Article L. 225-117, allows them to consult at any time the same documents referred to in Article L. 225-115, but for the last three fiscal years, as well as the minutes and attendance sheets of meetings held during these last three fiscal years. Article R. 225-92 specifies that the shareholder has the right to review these documents either personally or through a proxy, at the registered office or the place of administrative management. The right to review includes the right to make copies.

If the company refuses to provide the mentioned documents, Article L. 238-1 provides that interested parties may request the president of the court ruling in summary proceedings either to order the directors under penalty to provide them or to appoint a representative responsible for this communication. The president of an SA, in the absence of evidence establishing the responsibility of another person, is thus found guilty of the offense of refusing to communicate corporate documents to a shareholder who has unsuccessfully presented themselves at the company's registered office without their request for communication being addressed . A person who is a shareholder of the company by virtue of a portage agreement must be considered an "interested party" with standing to act within the framework of the injunction procedure organized by Article L. 238-1 . However, the president of a public limited company cannot be ordered to provide a shareholder with copies of the minutes of board meetings, the attendance register, and the notices sent to directors, as these documents are not among those exhaustively listed by Article L. 238-1 . Furthermore, an SA cannot be ordered to provide a quarterly or semi-annual financial statement certified by the statutory auditor, as it does not yet hold these documents, which it only prepares on an annual basis .

Furthermore, Article L. 225-121 provides that the meeting organized in violation of the shareholder's right to information may be annulled.

In addition to the right to information, Article L. 225-108, para. 3, provides that shareholders are able to conduct written consultations, to which the board of directors or the executive board must respond during the meeting. A common response may be provided to these questions as long as they have the same content.

Cass. com., 5 May 1981, LawLex202300006015JBJ, holding that the co-owners of undivided shares in a joint stock company may assert, with respect to the company, an individual right to access corporate documents before general meetings.

Commercial Code, Art. R. 225-88 and R. 225-63.

Cass. crim., 18 April 1983, LawLex202200005108JBJ.

Cass. com., 23 June 2009, LawLex202200007898JBJ.

Cass. com., 27 September 2023, LawLex202300011806JBJ.

Company Law (en cours)

465. Right to participate in corporate life

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465. Right to participate in corporate life

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise