Minutes of a general meeting (proces-verbal d'assemblee generale)
The minutes of a general meeting (proces-verbal d'assemblee generale) are the document that officially records the resolutions of the associes or shareholders gathered in a meeting. Mandatory for any commercial company, they constitute evidence of the decisions taken and must be kept in the register of meetings held at the registered office. Whether it is an annual ordinary general meeting approving the accounts, an extraordinary meeting amending the statuts, or a combined meeting, the minutes must state the date, the place, the participants, the agenda and the text of the resolutions adopted. This form is in English, but the document is generated in French, ready to sign and use in France.
Note: the questionnaire is in English; the generated document is in French.
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Frequently asked questions
When must the annual ordinary general meeting be held?
For a SARL, the associes must meet at least once a year within six months following the close of the financial year to approve the annual accounts (article L223-26 of the Code de commerce). This deadline may be extended by court decision. For a SA, this deadline is also six months (article L225-100).
Who can chair a general meeting?
In a SARL, the meeting is chaired by the gerant (manager) or, in their absence, by an associe elected by a majority of the units present or represented. In a SAS, the statuts freely set the rules on chairing. In a SA, the meeting is chaired by the chairman of the board of directors.
Must the minutes be registered or filed?
The minutes are recorded in a special register kept at the registered office. Where the statuts are amended at an extraordinary meeting, the proces-verbal must be filed with the greffe (clerk's office) of the commercial court together with the amendment file. Tax registration is no longer mandatory for ordinary meeting minutes since 2014.
What happens if the quorum is not reached?
For extraordinary meetings of a SA, if the quorum of one quarter of the shares with voting rights is not reached, the meeting is convened again. On this second convocation, the quorum is reduced to one fifth. For a SARL and a SAS, the statuts freely set the rules on quorum and majority.
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