GMs of shareholders/partners and board meetings: the derogatory rules further extended!

The rules and procedures for holding General Meetings and meetings of the administrative, supervisory and management bodies of companies, which had been relaxed at the beginning of the Covid-19 health crisis to allow them to ensure the continuity of their activities, are extended again, this time until September 30, 2021.

Holding General Meetings and meetings of collegial bodies

So, it is exceptionally permitted, during this period of crisis, to hold General Meetings (GM) as well as meetings of the collegial administrative, supervisory and management bodies of the company in camera.

Clarification: A meeting may be held in camera when a public measure, restricting travel or gatherings, is issued before the convening of the meeting or before the meeting date and impedes the physical presence at the meeting of its members.

In addition, whether the GM is held in camera or face-to-face, the shareholders/partners are authorized to deliberate by videoconference or by telephone conference even though this is not provided for by the Articles of Association of the company or a clause of the Articles of Association prohibits it.

These easing measures, provided for a limited period, i.e., November 30, 2020, were successively extended until April 1, 2021, and until 31, July 2021. Now, they are extended again until September 30, 2021. So, these derogatory rules will apply to the General Meetings as well as the meetings of the collegial bodies of companies to be held until September 30, 2021.

It should be noted that during this period, the use of postal voting is facilitated for shareholders/partners who cannot participate in the General Meeting. Indeed, the corporate body (the manager, the chairman, the board of directors or the management board) in charge of convening the meeting may decide that the shareholders/partners may vote by mail even though no clause of the Articles of Association provides for it, or a clause prohibits it. And this option is now open to all companies, including those for which the law does not provide for voting by mail procedure (for example, Limited Liability Companies).

Clarification: Where the law provides for or the Articles of Association stipulate that the company’s shareholders/partners may vote by mail, voting by mail is a right. In that case, shareholders/partners do not need to obtain any prior authorization from the corporate body responsible for convening the meeting to vote by mail.

Written consultations with shareholders/partners and members of collegial bodies.

Moreover, during the health crisis of spring 2020, the use of written consultations with shareholders/partners were made exceptionally possible even in the absence of a clause in the Articles of Association allowing this kind of procedure or even if a clause prohibits it. This measure is also extended until September 30, 2021.

Reminder: Written consultation has become possible in all companies, except for listed companies, and no longer only in those for which this alternative method of decision-making was permitted by law. It has therefore become possible in public limited (unlisted) companies.

The use of written consultation for decisions of the collegial administrative, supervisory or management bodies is also extended until September 30, 2021.