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In the current situation of sanitary crisis resulting from the Coronavirus, the Government was empowered by the law dated 23 March 2020 called “Emergency law to cope with the Covid 19 epidemic” (urgence pour faire face à l’épidémie du Covid 19) to adopt two regulations relating to corporate law and the corporate life of the companies. The aim is in particular to allow the companies to carry on their activities despite the containment measures. The regulations n° 2020-320 and 2020-318 of 25 March 2020 respectively adapt (i) the rules to convene and to hold the general meetings and the meetings of the deliberative bodies and (ii) the rules relating to the filing and approval of the annual accounts and other accounting management documents.

Authors: Isabelle MacElhone Clément Mogavero

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  1. The regulation n° 2020-320 adapting and simplifying the rules of meeting and of deliberation of the general meetings and governing bodies

Article 1 of the regulation refers to all legal entities governed by private law (in particular to commercial companies such as public limited liability companies (French sociétés par actions), simplified joint stock companies (French sociétés par actions simplifiée), private limited liability companies (French sociétés à responsabilité limitée) or the civil companies (sociétés civiles) but also to any groups or associations). This text, applicable to general meetings and meetings of governing bodies held from 12 March 2020 until 31 July 2020 is characterized by the 3 following measures: 

Adjustment of the rules of convening and of the shareholders’ information

With respect to (listed) public limited liability companies (French sociétés par actions faisant appel public à l’épargne), article 2 of the regulation takes into consideration the difficulties arising from the convening of the shareholders by postal services and sets out that for the companies required to proceed to this convening “the fact that the convening could not be carried out by postal services due external circumstances of the company, provides no ground for the meeting’s nullity”. These circumstances cover in particular the situation where a company (or its providers) was prevented from accessing its premises or from preparing the necessary convening notices. Note, however, that this article does not refer to any other corporate forms other than the public limited liability companies. Nevertheless, article 3 which applies to all entities as covered by article 1 (so not solely to public limited liability companies, but also for instance to simplified joint stock companies or private limited liability companies) provides that the disclosure of information or of corporate documents required by a shareholder may be carried out by electronic mail. This implies, however, that the relevant shareholder indicates his/her email address in his/her request.