Aublé & Associés offers you a summary of the main provisions taken by the government regarding company law (modalities for convening and holding General Meetings etc.).
FLASH CORPORATE - EXCEPTIONAL MEASURES IN COMPANY LAW
In order to combat the COVID-19 epidemic, a state of health emergency has been declared until May 25, 2020 throughout the national territory (Law 2020-290 art. 4). Article 11 of this law authorized the Government to rule by ordinance. By several ordinances of March 25, 2020, published in the Journal Officiel on March 26, 2020, measures have been developed to address the consequences, including economic and financial consequences of the epidemic.
The following are the main measures relating to companies:
Procedures for meetings of shareholders' meetings and collegial governing bodies (for meetings and meetings of collegial governing bodies held on or after March 12, 2020 and through July 31, 2020, unless extended)
- The possibility exceptionally offered to companies to hold their meetings without the physical presence of their associates or shareholders, in particular by derogating from the legal or statutory obligation to bring them together in a place and by authorizing (even if the articles of association do not provide for it) the use of alternative methods of deliberation: in particular, videoconferencing and remote telecommunication means. This also applies to the persons authorized to attend the meeting, such as the employee representative bodies and the auditors. The decision to use this alternative means is the responsibility of the body competent to convene the meeting.
- Shareholders are informed at least 3 working days before the date of the meeting. A change in the meeting arrangements does not constitute a cause for irregularity and the formalities already carried out remain valid. The members of the meeting must be able to participate effectively and their identification is necessary for the calculation of the quorum and the majority.
- The ordinance also allows any request for information or communication made by a member of the assembly before the meeting to be validly addressed by electronic means.
- The management bodies (board of directors, supervisory board or any other management body of any company) may validly use videoconferencing or other means of telecommunication to carry out their duties and obligations, notwithstanding any provision to the contrary in its articles of association or rules of procedure, for any decision (including the approval of the company's accounts).
Extension of time limits for approval of financial statements (for companies closing their financial statements between September 30, 2019 and the expiration of one month after the end of the health emergency)
- Extension of 3 months of the usual deadlines for approving the annual accounts or for convening the general meeting to decide on this approval. This extension does not apply to companies that have appointed an auditor when the auditor has issued a report before March 12, 2020.
- Extension of the deadline for the Management Board to present the financial statements and the management report to the Supervisory Board by three months.
- Extension of the usual deadlines by two months for companies required to provide forward-looking management documents within the meaning of Article L. 232-2 of the French Commercial Code (companies with 300 or more employees or whose net sales at the same time are equal to or greater than 18,000,000 euros)
Relief of charges for micro-enterprises
- Possibility for micro-companies (with less than 10 employees and annual turnover or balance sheet total not exceeding 2 million euros) to postpone in full or spread out the payment of professional and commercial rents whose activity is affected by the spread of the epidemic. It also provides for the postponement or deferment of the payment of water and energy bills relating to these premises and the waiving of contractual penalties and sanctions applicable in the event of non-payment of these bills (suspension, interruption, reduction of water or energy supplies).
Establishment of a financing fund for individuals and legal entities in difficulty due to COVID-19
- A solidarity fund is hereby established for a period of three months, the purpose of which is to provide financial assistance to natural and legal persons under private law engaged in an economic activity particularly affected by the economic, financial and social consequences of the spread of covid-19 and the measures taken to limit its spread. Its intervention period can be extended by decree for a maximum of 3 months.
- A decree will determine the scope of the system, the conditions of eligibility and allocation of aid, the amount of aid, and the conditions of operation and management of the fund.
