FRANCE Law and Practice Contributed by: Jean-Christophe Devouge and Kaïs Boussadia, Aurès
(say-on-pay), and can also be consulted on the com - pany’s action and influence on climate issues (say- on-climate). No Interference in the Exercise of Executive Functions Shareholders are not meant to have a direct role in the everyday management of the company, which is reserved to the executive officers, who have broad powers to represent the company towards third par - ties. However, shareholders do enjoy some impor - tant prerogatives, such as information rights and the ability to ask questions, request the inclusion of draft resolutions on the agenda, or participate in collective decisions, which allow them to influence corporate affairs without encroaching on management powers. Sustained and intrusive involvement in management decisions may nonetheless lead courts to qualify a shareholder as a de facto officer ( dirigeant de fait ), accountable like any legal officer ( dirigeant de droit ). At least once a year, within six months of the end of the financial year, an annual ordinary general meeting of shareholders must be convened in order to vote on the annual accounts and consolidated accounts, the distribution of dividends and, in listed companies, the compensation of the board members and the execu - tive officers (please refer to 1.3 Companies With Pub- licly Traded Shares ). 4.3 Shareholder Meetings Ordinary General Meetings Under the annual ordinary general meeting, sharehold - ers usually also vote on the appointment or removal of board members, the appointment of the statutory auditors, the related-party transactions and any deci - sion other than those reserved to the extraordinary general meeting of shareholders. Extraordinary General Meetings (EGM) The EGM is competent to approve amendments to the company’s by-laws, any changes to the share capital, mergers and spin-offs, and the early dissolution of the company. Shareholders’ general meetings are convened by the board or any person designated in the by-laws to do so. Notice for holding meetings must be given at
least 15 days in advance in SAs and SARLs. Howev - er, listed companies or companies whose shares are not all held in registered form are required to publish a notice of the meeting in the Bulletin of Mandatory Legal Announcements ( Bulletin des annonces légales obligatoires ), at least 35 days before the meeting. The notice of the meeting must contain certain manda - tory information, such as the agenda of the general meeting (for SARLs and SAs whose shares are listed on a regulated market – please refer to 4.2 Role of Shareholders for further developments in connection with shareholders’ involvement in the agenda-setting process). Recent regulatory developments introduced by Decree No 2026-94 of 13 February 2026 have significantly modernised the framework governing shareholder meetings, particularly through increased digitalisa - tion and procedural adjustments, including (subject to applicable conditions) streamlined dispatch of convening documents, removal of the obligation to physically send documents made available online and a “record date” (mechanism used to determine shareholders entitled to participate and vote in general meetings) set at five business days prior to the meet - ing (instead of two), at midnight Paris time, for both listed and non-listed companies. Overall, these reforms reflect a shift towards more effi - cient and dematerialised shareholder meeting proce - dures. The quorums and majorities required for the valid - ity of meetings vary depending on the ordinary or extraordinary nature of the decision submitted to the shareholders, the corporate form of the company and the provisions of the by-laws. In an SA, for instance, adopting an ordinary decision requires a quorum of at least one-fifth of the voting shares on first convoca - tion, no quorum on second convocation, and a sim - ple majority of the voting shares of the shareholders present or represented. The adoption of extraordinary decisions requires a quorum of at least a quarter of the voting shares on first convocation, one-fifth on sec - ond convocation, and a two-thirds majority of the vot - ing shares of the shareholders present or represented.
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