Shareholders' general meeting of an SARL or an SARL-S

Last updated more than 5 years ago

SITUATION: CORONAVIRUS / COVID-19 In view of the current exceptional situation related to Covid-19, the government has taken measures to maintain good governance of companies and other legal entities.

The general meeting is the body that brings together all the partners of a legal person.

Who is concerned

The power to call a general meeting belongs to the business manager, or failing this, the supervisory board, or failing this, to the partners representing more than half of the share capital.

How to proceed

The form of the general meeting

SARL with no more than 60 partners - consultation

Except in the case of amendments to the articles of association, SARLs that have fewer than 60 partners do not have an obligation to hold general meetings. In this case, the partners are invited to send in their votes in writing, after having received the text of the resolutions or decisions to be taken.

SARL with more than 60 partners – general meeting

SARLs with more than 60 partners are required to hold physical general meetings. Each year, a general meeting must be held at the time defined in the articles of association. This is the ordinary general meeting.

The partners approve the balance sheet, the profit and loss accounts, and decide by special vote on discharging the management and, where applicable, the internal auditors. They also appoint or dismiss business managers and internal auditors.

The business manager convenes the partners by post (generally by registered mail) at least 8 days before the meeting.

If so provided for by the articles of association, partners participating in the meeting via videoconference or any telecommunication means allowing for their identification are deemed to be present for the purpose of calculating the quorum and the majority. These means must meet specifications which guarantee an effective participation in the meeting, whose deliberations have to be transmitted/streamed without interruption.

Second call or consultation

Unless provided for otherwise in the articles of association, if the quorum of attendance or participation (partners representing more than half of the share capital) is not obtained during the first general meeting or consultation, a second call or consultation will be made by registered mail.

Validity of decisions

General meetings and consultations

Any partner can take part in the deliberations with a number of votes equal to the number of shares in his possession:

  • the decisions taken during an ordinary general meeting or consultation are only valid if approved by the partners representing more than half of the share capital;
  • unless provided for otherwise in the articles of association, if this figure is not reached during the first meeting or consultation in writing, the partners will be convened or consulted a second time by registered mail and the decisions are deemed valid if taken by the majority of votes cast, whatever portion of the capital is represented;
  • unless the articles of association have more restrictive provisions, decisions to amend the articles of association are deemed valid if taken by the majority of partners representing at least ¾ of the share capital. However, an increase in the partners' commitments can only be decided by unanimous agreement of all the partners.

Resolutions of a single partner

The single partner alone exercises all the powers conferred to the general meeting.

The resolutions of a single partner are drawn up in writing or recorded in the minutes.

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