Law n° 2024-537 of June 13, 2024, aimed at increasing the financing of French companies and the attractiveness of France (known as the Loi Attractivité) was published in the Journal Officiel of June 14, 2024.
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The law, which aims to simplify the internal organization of French companies, introduces several measures, including new procedures for consulting the shareholders and management bodies of commercial companies.
Beware, these new measures are not immediately applicable, as we will have to wait for the date of entry into force to be set by decree, which should be no later than September 13, 2024.
Regarding unlisted joint-stock companies, the new article L. 225-103-1 of the French Commercial Code extends to special meetings the ability to include in the article of incorporation and bylaws a provision allowing meetings to be held exclusively by a means of telecommunication enabling shareholders to be identified. In addition, the legislator has sought to limit the possibility of shareholders objecting to the holding of a fully dematerialized extraordinary general meeting by raising the minimum shareholding threshold required to object to it to 25% of the share capital (compared with 5% previously).
Specific rules have also been adopted for each of the corporate forms of unlisted joint-stock companies.
For limited liability companies, the new article L.223-27 of the French Commercial Code extends the possibility of opting for written consultation or unanimous agreement, including by electronic means, to all shareholders decisions, without exception.
It will also be possible to vote at meetings by correspondence, provided that a clause of the statutes authorizes it and under conditions that will be specified by decree.
For limited companies (sociétés anonymes) and partnerships limited by shares (sociétés en commandite par actions), Articles L. 225-37, L. 225-82 and L. 226-4 of the French Commercial Code stipulate that:
– postal voting by members of boards of directors and supervisory boards is now authorized, subject to a statutory clause so provides and that conditions are met which will shortly be laid down by decree,
– written consultation is now generalized for supervisory boards, provided that a clause in the articles of association stipulates that any member may object to this procedure,
– participation on the boards of directors and supervisory boards of public limited companies by means of telecommunication has been extended to decisions relating to the preparation or audit of annual (or consolidated) financial statements. From now on, members will only be obliged to hold face-to-face meetings if the company’s articles of association expressly forbid the use of these tools. Please note that the ban on using means of telecommunication remains in force for meetings of the supervisory board of partnerships limited by shares (sociétés en commandite par actions).
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For more details on the new features that will simplify and modernize decision-making within your company, as well as on the adjustments required to your articles of association, please do not hesitate to contact our corporate team.
Philippe Schmidt
Aude Le Tannou
Sara Buonomo
