Each year, the partners of commercial companies (SARL, SAS, SNC) are called upon to deliberate on the approval of the accounts at the end of the financial year and on the allocation of the result. In principle, a annual meeting of shareholders must be organized within six months of the end of the financial year.
Here are what procedures to follow to convene the partners to the annual general meeting :
- Convocation of the partners to the annual general meeting of a SARL
- Convocation of the partners to the annual general meeting of an SAS
- Convocation of the partners to the annual general meeting of an SNC
Convening the partners to the annual general meeting of a SARL
It is mandatory to make the decision toapprove the accounts of an LLC in assembly. It is therefore impossible to make a consultation by correspondence.
Who convenes the annual general meeting in a SARL?
The convocation of the partners of a SARL at the annual general meeting must be carried out by the manager of the society. If several managers are present, the articles of association specify who must call the meeting. If it is not mentioned, then all managers can organize it.
When should the annual general meeting be convened in an LLC?
The ordinary annual meeting of a SARL must be convened within the 6 months following closing of each exercise. If the manager wishes, this period may be extended by order of the president of the commercial court.
How to invite the partners of a SARL to the annual general meeting?
The partners of a SARL are called to the annual general meeting by registered letter or by electronic way to the address indicated by each of the partners who have chosen this mode of communication. Notice must be given 15 days before the date of the meeting and must indicate the agenda, date and place of the meeting.
15 days before the annual general meeting, the partners must also receive several documents:
- the annual accounts (balance sheet, income statement and appendix),
- the management report,
- the text of the proposed resolutions,
- and the auditor's report, if any.
In addition, the inventory must be made available to the partners at the registered office of the company 15 days before the date of the annual general meeting.
Reminder of the provisions relating to the invitation of shareholders to the annual general meeting for an SAS
We recall that the statutes of the SAS define the functioning of assemblies, namely the form of collective decisions and the procedures for convening shareholders to the annual general meeting. A consultation is possible for the approval of the accounts. It is therefore necessary to refer to the statutes of the company to know the rules to be respected for the convocation.
Who is responsible for convening the shareholders to the annual general meeting of an SAS?
The convocation of the partners of an SAS to the annual general meeting must be carried out by the body or person designated in the articles of association.
What is the deadline for convening the shareholders to the annual general meeting of an SAS?
The legal texts do not set a deadline for convening the shareholders to the annual general meeting of an SAS. Only the maximum deadline for the payment of dividends must be respected, ie 9 months after the end of the financial year.
What information should be communicated to the partners before the annual general meeting is held?
The company's articles of association determine the terms and conditions for convening shareholders to the annual general meeting. The convocation must indicate the agenda, the date and the place of the assembly. If the articles of association provide for another mode of consultation of the partners for the approval of the accounts and the allocation of the result, the provisions of the articles of association must be followed. In addition, before the annual general meeting is held, shareholders must be provided with: the annual accounts, the management report, the text of the proposed resolutions, and the auditor's report if necessary.
Convocation of the partners to the annual general meeting of an SNC
It is necessary that the accounts of a CNS be approved at a meeting and that consultation by correspondence is impossible.
Who is responsible for convening the annual general meeting in an SNC?
The convocation of the partners of an SNC to the annual general meeting must be made by the body or person designated in the articles of association. If nothing is mentioned, it is the manager who must call the annual general meeting. In addition, each partner may request the holding of a meeting.
When to convene the annual general meeting in an SNC?
The ordinary annual meeting of an SNC must take place within the 6 months after the end some exercice.
How to invite the partners of an SNC to the annual general meeting?
The statutes of the company set out the terms and conditions for calling SNC associates at the annual general meeting.
Several documents must be communicated to the partners 15 days before the date of the annual general meeting:
- the annual accounts (balance sheet, income statement and appendix),
- the management report,
- the text of the proposed resolutions,
- and the auditor's report if there is one.
Finally, the inventory must be made available to the partners at the registered office of the company 15 days before the date of the annual general meeting.
What is the procedure for calling shareholders to the annual general meeting?
The convocation of the shareholders to the annual general meeting must be made by registered letter with acknowledgment of receipt, or by any other means making it possible to establish the date and time of the delivery of the convocation. The notice must mention the place, date and time of the meeting, as well as its agenda.
What documents should be attached to the invitation?
The documents to be attached to the convocation are: the text of the resolutions to be submitted to the meeting, the preparatory documents for these resolutions and the management report and the annual accounts for the closed financial year.
How far in advance should shareholders be called to the annual general meeting?
The convocation must be made at least 15 days in advance, with a maximum period of 3 months between the time of the convocation and the date of the meeting.
