Publication of decree n° 2020-418 of 10 April 2020

This decree is adapting the rules governing the meetings and deliberations of the assemblies and governing bodies of legal persons and entities without legal personality under private law as a result of the covid-19 epidemic

Decree No. 2020-418 of 10 April 2020 adapting the rules of meeting and deliberation of the assemblies and governing bodies of legal persons and entities without legal personality under private law due to the covid-19 epidemic,

Extract:

Public concerned: legal persons and entities without legal personality under private law; certain provisions specifically concern: limited liability companies and certain joint stock companies, as well as meetings of holders of certain types of securities; certain persons governed by the insurance code.

Purpose: measures implementing Order no. 2020-321 of March 25, 2020 and temporary exemptions from certain provisions of the French Commercial Code and Insurance Code relating to the meeting and deliberation of meetings and governing bodies of certain persons and entities governed by private law due to the covid-19 epidemic.

Entry into force: Articles 2 and 6 and 1° of I of Article 8 are applicable as of the entry into force of the decree, i.e. the day after its publication. Articles 1, 3 to 5, 7 and 9 to 10 are applicable from 12 March 2020. 2° of I of Article 8 is applicable to meetings convened after the entry into force of the decree.

Notice: the decree implements Ordinance No. 2020-321 of 25 March 2020 and provides, for all legal persons and entities without legal personality under private law : the conditions that the delegation provided for in Article 4 of this order must satisfy, in particular the requirement of a written document, whatever the medium (paper or electronic in particular); provided that the legislative or regulatory provisions governing the meeting, the articles of association or the contract of issuance provide for these methods of participation and that no clause in the articles of association excludes them where applicable, and provided that the body competent to convene the meeting or its delegate decides so, the possibility of sending voting instructions in the context of postal voting, as well as mandates, by electronic message to the electronic address indicated for this purpose in the convening notice ; and certain references to the minutes of the meetings held pursuant to Articles 4, 5 and 6 of the Ordinance, when minutes are required by the legislative or regulatory provisions or the Articles of Association governing the meeting. In addition, in order to facilitate their holding in the context of the covid-19 epidemic, the decree adapts the regulatory provisions relating to meetings of limited liability companies, certain joint stock companies and holders of certain types of securities, as the case may be, concerning : the possibility of voting by electronic means of telecommunication, open without the need for a clause in the articles of association to this effect; the exercise of mandates (other than mandates without the appointment of a proxy holder); the choice by shareholders of how they wish to participate in the general meeting; and the composition of the officers of the general meeting when the meeting is held without the shareholders attending in person or by telephone or audiovisual conference. It also adapts, for the same purposes, certain regulatory provisions of the Insurance Code relating to meetings and collegial administrative, governance or management bodies.

References: the provisions of the decree as well as those from which it temporarily derogates can be consulted on the Légifrance website (https://www.legifrance.gouv.fr).

https://www.legifrance.gouv.fr/affichTexte.do?cidTexte=JORFTEXT000041794017&categorieLien=id