Overviews of the new corporate governance rules after the adoption of the Law on Modernisation

Management rules and authority

  • With respect to SARL: possibility

- to provide in the Articles an authorised share capital mechanism;
- to delegate the daily management of the company to one or several day-to-day managers.

  • With respect to SA: possibility

- to delegate some specific tasks to a management committee (comité de direction) or a
  managing executive officer (directeur général) (excluding the matters relating to the general
  policy of the company and all actions expressly reserved to the board by the Companies Law)
  which remains under the supervision of the board or the management board;
- for the board or the management board to create ad hoc committees which also remain 
  under the supervision of the board or the management board.

  • With respect to SA and SARL:

- possibility to transfer the company's registered office from a municipality to another by a 
  mere decision of the board.

Company meetings

  • With respect to SARL:

- the maximum number of shareholders is now 100;
- any inter vivos transfer of shares to a non-shareholder requires the approval of the
  shareholders representing at least 75% but the Articles may lower this majority down to 50%
  of the share capital;
- abolition of the double majority system for any decision amending the articles of association
  (decisions are now taken by shareholders representing at least 75% of the share capital);
- general meetings are not compulsory where the number of shareholders is less than 60. 
  Articles may allow any shareholder to cast its vote by mail using a voting form.

  • With respect to SA:

- the Articles no longer have to determine the specific date and place for the annual general
- the board of directors, management board, supervisory board (if any) and the internal 
  auditors (commissaires) may all convene a general meeting. Shareholders representing at least
  10% of the share capital may also require the board to convene the general meeting;
- if, as a result of losses, net assets fall below half of the corporate capital, the board of 
  directors or the management board must convene the general meeting in order to resolve on 
  the possible dissolution of the company and possibly on another measures announced in the 
  agenda. The board or the management board shall set out the causes of the situation and, 
  as the case may be, propose measures to remedy the financial situation of the company in a 
  special report which is made available to the shareholders before the general meeting.

  • With respect to both SA and SARL:

- the company's nationality may be changed without the unanimous consent of the 
- each shareholder may take part in collective decisions irrespective of the number
  of shares they own. Unless shares are issued without voting rights, each shareholder has
  voting rights commensurate with its shareholding. Where shares do not have an equal value, 
  or where there is no indication of value, each share (unless otherwise provided for in the 
  articles) will carry the right to a number of votes proportionate to the share capital represented
  by it with one vote being allocated to the share that represents the lowest proportion;
- shareholders may waive their voting rights temporarily or definitively;
- the management body can suspend shareholder's voting rights where there has been a breach
  of provisions of the Articles or any separate agreement;
- voting arrangements are allowed subject to specific conditions;
- shareholders representing at least 10% of the share capital may ask for a prorogation of a 
  general meeting (formerly 5%).

Shareholders' inspection in SA and SARL (expertise de gestion)

Shareholders representing at least 10% of the share capital may ask the management body questions in writing on one or more acts of management of the company or its subsidiaries. In the absence of an answer these shareholders may apply to the judge to appoint an expert who will issue a report on these acts of management (expertise de gestion). For any further information and details on the above, please refer to the following article.