France: Provisions concerning general meetings during the Covid-19 health emergency
Clearstream Banking1 informs customers that following the emergency French Law No. 2020-290 of 23 March 2020 to deal with the Covid-19 situation, the French government has issued several Decrees, effective
immediately
adopting measures aimed at:
- simplifying and amending the conditions under which the assemblies and collegial governing bodies of private legal entities and other entities may meet and deliberate, as well as the rules relating to general meetings. This is Decree 2020-321 amending the rules for the meetings and deliberations of the assemblies and governing bodies of legal entities and those having no legal ‘personality’ under private law due to the Covid-19 epidemic.
- the rules relating to the establishment, closing, audit, review, approval, and publication of the accounts and other documents that private legal entities and other entities are required to file or publish. This is Decree 2020-318 amending the rules relating to the establishment, closing, audit, review, approval, and publication of the accounts and other documents and information that legal entities and those having no legal personality under private law are required to file or publish in the context of the Covid-19 epidemic.
Key impacts
These provisions allow the possibility of holding general meetings without the physical presence of the shareholders under specific conditions and the extension of the general meeting dates, amongst other changes listed below. The modalities including practical voting process will be subject to the publication of a Decree in the coming days.
The main provisions adopted in these two Decrees are as follows:
Decree No. 2020-321 amending the rules for the meetings and deliberations of the assemblies and governing bodies of legal entities and those having no legal personality under private law due to the Covid-19 epidemic
- This Decree specifically concerns the general meetings of commercial and civil companies and those of holders of securities or financial securities.
- It is applicable to meetings held between 12 March 2020 and 31 July 2020 (unless subsequently extended, and this no later than 30 November 2020).
- Another Decree shall be published to specify the conditions for its application.
Main provisions:
- General meetings of listed companies may not be declared null and void if the issuer is unable to convene a general meeting of shareholders by post due to circumstances external to the company. Such external circumstances include scenarios in which the companies in question or their service providers are prevented from accessing their premises or preparing the necessary notifications in the context of the Covid-19 epidemic.
- Possibility of holding general meetings without the physical presence of the shareholders;
- Authorisation to use videoconferencing and telecommunications for shareholder participation and voting even in the absence of a clause to this effect in the articles of incorporation.
- Information to shareholders (concerning the date, time, and conditions of participation) by any means such that they are effectively informed of the date and time of the meeting as well as the conditions under which they may exercise their rights.
- Possibility to send documents requested by a shareholder before the meeting by email if he/she provides his/her email address;
- Possibility of approving the board’s decisions by means of videoconferencing or telecommunications, including the approval of accounts;
- Possibility of approving the decisions of the supervisory or management bodies by written consultation.
Decree No 2020-318 amending the rules relating to the establishment, closing, audit, review, approval, and publication of the accounts and other documents and information that legal entities and those having no legal personality under private law are required to file or publish in the context of the Covid-19 epidemic
Main provisions:
- Three months extension of the deadline for management boards to present the accounts and the management report to their supervisory boards for verification and control. This article applies to legal entities closing their accounts between 31 December 2019 and one month after the date of cessation of the health emergency.
- Three months extension of the approval deadline for accounts or to convene a meeting of the body responsible for this approval, unless the auditors of the company in question issued their certification report prior to 12 March 2020. This article applies to legal entities closing their accounts between 30 September 2019 and one month after the date of cessation of the health emergency.
- Two months extension of the deadline for boards of directors or management boards to establish and present management planning documents to their auditors and works council. The provisions of this article apply to documents relating to accounts or half-years closed between 30 November 2019 and one month after the date of cessation of the health emergency.
Further information
The links to the Decrees are attached below.
For further information, please contact Clearstream Banking Client Services or your Relationship Officer.
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1. Clearstream Banking refers collectively to Clearstream Banking S.A., registered office at 42, avenue John F. Kennedy, L-1855 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B-9248, and Clearstream Banking AG, registered office at 61, Mergenthalerallee, 65760 Eschborn, Germany and registered in Register B of the Amtsgericht Frankfurt am Main, Germany under number HRB 7500.