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Measures adapting Shareholders’ Meeting Requirements to adress the Covid-19 pandemic are extended

Ordinance n° 2020-321 of March 25, 2020, issued in application of article 11 of Law n° 2020-290 of March 23, 2020 on the emergency response to the Covid-19 pandemic, allowed companies to adapt their rules for convening and informing shareholders, as well as their rules of participation and deliberation of meetings and governing bodies of legal persons and private-law entities without legal personality, during this exceptional period.

This ordinance notably allowed companies to hold a “closed meeting” and to generalize the use of videoconferencing or written consultation of associates, including for annual general meetings to approve the accounts.

Since March 2020, the government has only extended the application of these exceptional provisions because of the continuation of “administrative measures limiting or prohibiting travel or collective gatherings for health reasons” that prevent the physical presence of members at the meeting concerned.

By Ordinance n°2020-1497 of December 2, 2020, completed by the implementing decree n°2021-255 of March 9, 2021, the provisions of Ordinance n°2020-321 of March 25, 2020 are now applicable to meetings of collegiate administrative, supervisory and management bodies held until July 31, 2021.

This ordinance is therefore applicable to all annual general meetings for the approval of financial statements to be held until July 31, 2021.

However, the three-month extension of the period during which the annual general meeting for the approval of the accounts had to be held has not been maintained, as Ordinance n°2020-318 of March 25, 2020, which provided for it, has not been extended.

Thus, for all companies closing their accounts on December 31, 2020, the approval of the accounts must take place within six months following the closing of the accounts in application of the Commercial Code (This concerns SARLs (art. L 223-26) and EURLs (art. L 223-31, al. 2), SAs (art. L 225-100-I, al. 1), SNCs (art. L 221-7, al. 1) and SASUs (art. L 227-9, al. 3)).