Shareholders meeting lawyer in Paris: notice, voting and minutes.

For an SARL, notice is given by the manager or, failing that, by the statutory auditor if there is one (Article L. 223-27 of the Commercial Code). Any shareholder holding half of the shares or, together with others, one tenth of the shares if they represent at least one tenth of the shareholders, may ask for a meeting to be held. If there is no manager or the company is deadlocked, any shareholder may apply to the court for the appointment of an agent to call the meeting. For an SAS, the articles of association designate the competent body.

At least fifteen days before the date of the meeting, by registered letter, in accordance with Article R. 223-20 of the Commercial Code. The notice states the agenda. The period is reduced to eight days in the particular case of the death of the sole manager. For an SA, the notice of meeting likewise observes a fifteen-day period for registered shareholders, under the rules specific to that form. For an SAS, the articles of association set the applicable period.

For an SARL incorporated after 2 August 2005, Article L. 223-30 of the Commercial Code requires, on first notice, that the shareholders present or represented hold at least one quarter of the shares, and one fifth on second notice. For an SA at an extraordinary meeting, Article L. 225-96 likewise sets one quarter on first notice and one fifth on second. For an SAS, the articles of association set the applicable quorum, within the limits of public policy.

For an SARL incorporated after 2005, amendments to the articles of association require a two-thirds majority of the shares held by the shareholders present or represented (Article L. 223-30 of the Commercial Code). The Commercial Chamber confirmed in 2025 (No. 23-10.763) that the articles of association cannot provide for a lower majority. For an SA, Article L. 225-96 likewise sets two-thirds of the votes cast. For an SAS, the articles of association set the majority freely, except where the law requires unanimity.

No. Any resolution not on the agenda sent with the notice is new and therefore irregular. The Commercial Chamber restated this in a decision published in the Bulletin on 14 February 2018 (No. 15-16.525), citing Articles L. 223-27 and R. 223-20 of the Commercial Code. Only 'any other business' items, provided they remain of minor importance, may be raised without prior inclusion on the agenda.

Yes in most cases. For an SARL, a shareholder may be represented by their spouse, unless the company has only the two spouses as shareholders, or by another shareholder unless the articles of association provide otherwise. For an SAS, the articles of association set the rules. The proxy must be written and dated. A blank proxy, without the name of a representative, is generally deemed to be given to the chair to vote in the direction proposed.

Yes. They record the date, the place, the identity of those present, the number of shares represented, the agenda, the text of each resolution put to the vote and its result. The minutes are signed by the chair of the meeting and kept in the register of meetings, initialled by the court registrar (greffier). A missing signature does not automatically lead to nullity but considerably weakens the evidential value of the document if it is challenged.

Article 1844-14 of the Civil Code, in the wording resulting from the ordinance of 12 March 2025, provides that actions for nullity of corporate decisions are time-barred after two years from the day the nullity is incurred. Article L. 235-9 of the Commercial Code, which provided for a three-year period, has been repealed since 1 October 2025. An action for compensation for the harm caused by an abuse of majority, based on civil liability, is subject to a five-year limitation period.

Failure to give a shareholder proper notice leads to nullity of the deliberations if the irregularity deprived them of their right to take part and was capable of affecting the outcome of the vote. The Commercial Chamber, in a decision published in the Bulletin on 11 February 2026 (No. 24-18.524), specifies that this assessment is made in concrete terms, especially in two-shareholder companies in conflict. The shareholder who was not given notice must act quickly, within the limitation period of Article 1844-14 of the Civil Code.

No, in principle. Recent case law, in co-ownership as in company law, holds that a missing signature weakens the evidential value of the minutes without automatically annulling them, unless a statutory provision or a specific clause in the articles of association provides otherwise. Regularisation is possible. But the risk falls on whoever relies on the minutes: a challenging shareholder can then more easily rebut the presumption.

Abuse of majority refers to a decision voted by the majority solely in their own interest, against the company's interest and to the detriment of the minority shareholder. The typical case is the systematic allocation of profits to reserves, without economic necessity, which deprives the minority shareholder of any dividend. The Commercial Chamber annulled several meetings on this basis in the Marina Airport judgment of 17 June 2008 (No. 06-15.045, published in the Bulletin). The sanction is annulment of the resolution and compensation for the harm.

Abuse of minority is the opposition by a minority shareholder to a decision essential to the company's interest, in their own interest alone and with disregard for that of the shareholders as a whole. The typical case is the blocking of a share capital increase needed for the company's survival. The Commercial Chamber, in the Vitama judgment of 14 January 1992 (No. 90-13.055), holds that where shareholders' opposition to a share capital increase amounts to an abuse of right, there are solutions other than an award of damages that allow the company's interest to be taken into account.

Yes, provided that all the shareholders without exception are present or represented. The last paragraph of Article L. 223-27 of the Commercial Code states that an action for nullity of an irregularly convened meeting is inadmissible where all the shareholders were present or represented. This tolerance applies only if attendance is real and documented by the attendance sheet. Otherwise, the absence of a single shareholder is enough to expose the decision to annulment.

A full review of a notice and the drafting of the draft resolutions start at around €1,500 incl. VAT for an ordinary meeting of a standard SARL or SAS. The lawyer's attendance at the meeting and the drafting of the minutes are additional. For a complex meeting amending the company (change of corporate purpose, merger, share capital) or a heated meeting with a foreseeable challenge, the fee is set after the file has been scoped. The quote is written and signed before any work begins.

Disputes between shareholders and actions for nullity of a corporate deliberation fall within the jurisdiction of the commercial court (tribunal de commerce) of the registered office, that is, the Paris commercial court for a company registered in the capital. The articles of association may provide for an arbitration clause (clause compromissoire) that displaces that jurisdiction in favour of arbitration. The firm regularly pleads before this court and advises companies on the choice between court proceedings and arbitration.