FRANCE Law and Practice Contributed by: Sophie Vermeille, Vermeille & Co
2.6 Quorum, Voting Requirements and Proposal of Resolutions Quorum Requirements French law sets statutory minimum quorum require- ments for general meetings under the Commercial Code. At the first call, the quorum is 20% of shares with voting rights for an ordinary general meeting and 25% for an extraordinary general meeting. On the sec- ond call, there is no quorum requirement for ordinary meetings, while a 20% quorum applies to extraordi- nary meetings. In practice, SAS by-laws typically set higher quorum thresholds than those applicable to SAs, reflecting the more contractual and often closely held nature of these companies. Shareholders’ Proposals of Resolutions In listed SAs, shareholders holding at least 5 % of the share capital (either individually or collectively) may request the inclusion of agenda items or draft resolu- tions in the notice convening a general shareholders’ meeting. This threshold is subject to a sliding scale where the percentage decreases as the company’s capital increases. The request must be sent to the company’s regis- tered office by registered mail or electronic means (with acknowledgment of receipt), including the pro- posed resolution(s) and a brief statement of reasons, and must be accompanied by an account-attestation proving shareholding as of the request date – and again two business days before the meeting. In non-listed companies (especially SAS), the regime is more flexible: the articles of association and share- holders’ agreements determine whether shareholders can table proposals, the applicable thresholds, and the conditions for doing so. However, the statutory sliding-scale threshold of up to 5 % may serve as a guiding benchmark even in the context of an SAS. 2.7 Types of Resolutions and Thresholds In listed SAs, French law draws a strict distinction between resolutions that fall within the scope of an ordinary general meeting (AGM) and those that must be decided in an EGM. This division is mandatory and
expert to review specific management operations. This requires: • written questions submitted to the board; and • no satisfactory response within one month. The expert’s mission is limited to targeted acts of management and cannot amount to a permanent audit. Courts apply this restrictively: initiating a review requires legitimate suspicion of mismanagement or harm to the corporate interest, not mere disagreement with strategy. In practice, the procedure is hard to use effectively. It can provide useful evidence to pursue liability actions against directors but rarely delivers broad transpar- ency. Activists often combine this with pre-litigation evidentiary proceedings (Article 145 of the Civil Pro- cedure Code), which are more flexible. 2.5 Format of Meeting For listed companies, French law does not allow gen- eral meetings to be conducted entirely virtually. Since September 2024, listed companies are required to broadcast their shareholders’ meetings live on their websites, and to make a replay available afterwards. However, this webcast obligation must not be con- fused with a right to live remote voting: under French law, shareholders may only vote by correspondence, electronically in advance via a secured platform, or by proxy. Voting in real time during the meeting is not per- mitted, even though a few experimental cases have tested it on a pilot basis (such as one Amundi meeting managed by CACEIS). For unlisted companies, the articles of association may authorise fully virtual meetings, provided that shareholders holding at least 25% of the share capital do not object. In all cases, shareholders are entitled to participate remotely through written or electronic means, even if the by-laws contain no specific provi- sion on the matter. The convening notice must specify the procedures for such participation.
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