The Limited Liability Company (SARL) is a legal form of company which has the main advantage of allowing the creation of a company with several people, while limiting the liability of each of the partners. It is headed by one or more managers, who may or may not also be partners in the company.
General Meetings (GM) are an important form of decision-making in SARLs as in other forms of company. Depending on the type of meeting, different majority and quorum conditions are provided for depending on the deliberations.
Indeed, each year, the SARL must organize an Ordinary General Meeting (AGO) bringing together the partners, for the validation of the accounts. An Extraordinary General Meeting (AGE) can be convened to take decisions more related to the social life of the company.
Example: the increase or reduction of the share capital.
What type of decisions are taken according to the nature of the assembly and how are the deliberations organized?
Decisions taken during the Ordinary General Assembly
The AGO en SARL’s mission is to position itself on the following questions:
- Approval of the corporate accounts: the AGO must be convened within 6 months of the end of each financial year;
- Regulated agreements, that is to say the control of the signature of contracts signed in the name of the SARL;
- The appointment of the manager or the renewal of his mandate (in the event of a change of management);
- The appointment of an auditor (if necessary or desired by the partners);
- Prior authorization for certain operations that prove to be too important to fall under the exclusive power of management (under the conditions determined by the articles of association);
Following the holding of this meeting, a period of one month is granted for the filing of the corporate accounts with the registry. Annual accounts can be filed:
- At the registry of the commercial court on which the company’s registered office depends;
- For registered letter with acknowledgment of receipt (LRAR);
- By electronic delivery.
If they are not the originals, the copies of the documents must be certified by the legal representative of the company (the manager in general).
Decisions taken during the Extraordinary General Meeting
The purpose of holding the EGM in SARL is to rule on the decisions leading to a modification of the company’s statutes. It may concern :
- Modification of the corporate purpose of the company;
- The demerger, merger or partial contribution of assets in the company;
- La modification du capital social;
- The transformation of the legal form;
- The dissolution of the company;
- The change in the terms of distribution of profits.
- The transfer of the registered office of the company;
- The compliance of the articles of association with a law or regulations.
Good to know: the manager is competent to make these last two amendments to the articles of association. The holding of an EGM is therefore not compulsory subject to their subsequent ratification by the shareholders.
What are the conditions for convening the GA in SARL?
The procedures for convening the EGM are identical to those of the AGO They must comply with a certain formalism:
- The manager is responsible for convening it;
- The convocation must be sent to the shareholders at least 15 days before the date of its holding;
- The invitation can be sent electronically or by post (letter with AR);
- To be valid, the notice of meeting must specify: the date, time, place of the meeting, and the agenda;
Good to know: if health reasons prevent the physical presence of the members of the meeting, the company can hold a meeting by telephone or audiovisual conference (law 2022-46 of January 22, 2022)
How are the deliberations going?
In the silence of the statutes, the voting method is freely determined by the manager. Voting can be done:
- With raised hands;
- By roll call;
- By ballot papers.
About the AGO
In an OGM, resolutions are adopted by absolute majority. This means that the decision can only be approved if more than half of the shares making up the capital of the SARL are voted.
Regarding the AGE
The EGM only validly deliberates on amendments to the statutes if the following quorum and majority conditions are met:
- The partners present or represented must own at least ¼ of the shares;
- The required majority must correspond to 2/3 of the shares held by the shareholders present or represented.