An annual meeting of SARL takes place each year to discuss the approval of the accounts for the previous year and the allocation of the result. Here is a fact sheet on the operation of the annual meeting of SARL and on the rules to be followed.
Memorization of the provisions of the annual general meeting of SARL
Let us briefly recall the principles governing theannual meeting of LLC.
When is it held?
The Annual General Meeting must take place no later than six months after the end of the financial year. The manager may request an extension from the president of the commercial court.
How to summon her?
It is necessary to respect specific procedures for convening partners. Meetings usually take place face-to-face, it is therefore excluded to use a postal vote or a videoconference.
The place of the annual general meeting is set out in the articles of association, it may be different from the registered office.
The documents required before the annual general meeting is held
Several documents must be drafted before the annual general meeting:
- The annual financial statements,
- The management report,
- The text of the resolutions,
- And the special report on regulated agreements.
It is the head of the LLC who is responsible for preparing these documents.
When an auditor is appointed, he must also issue a report on the annual financial statements.
Invitation to the annual meeting
There are rules to follow when calling: who is calling? When ? how ? and what are the elements to transmit?
Who should invite members to the annual meeting?
The manager of the LLC is responsible for inviting members to the meeting. When there are several managers:
- Either the statutes indicate who has the task of convening the annual meeting,
- Either each manager can proceed with the invitation.
When and how should the manager invite members?
The manager must invite the members to the annual meeting by registered mail with acknowledgment of receipt.
The invitation must be sent at least 15 days before the meeting is held. A longer period may be stipulated in the statutes of the LLC.
The content of the invitation and the documents to be sent
Formal rules are specified concerning the invitation of members.
The invitation must specify:
- The date and time of the meeting,
- The place of the meeting,
- And the agenda.
In addition, it generally indicates the list of attachments, the documents that can be consulted at the head office and the representation options.
The manager must attach the following documents to the invitation:
- The annual accounts,
- The management report,
- The text of the resolutions,
- Where applicable, the auditor's report,
- Where applicable, the consolidated financial statements and the group management report,
- And optionally, the report on regulated agreements.
Holding of the annual general meeting of SARL
There are three key points to consider regarding the conduct of the annual general meeting: the conduct of the meeting, the vote of the shareholders and the minutes of the meeting.
Session process
In the first place, an attendance register is drawn up and signed by the members present or their representative. This step is not compulsory but it is recommended.
Then, the manager or the most influential shareholder in terms of votes, if the manager is not a shareholder, chairs the meeting, provides the necessary documents to the shareholders so that they can make a decision and leads the discussions.
In principle, discussions should be limited to issues on the agenda and draft resolutions. Nevertheless, shareholders may ask questions relating to the items on the agenda.
Shareholder vote
Once the discussions are over, shareholders are called upon to vote on the draft resolutions appearing on the agenda. In practice, shareholders vote either by show of hands, by ballot or by secret ballot.
Each resolution is then submitted to the vote of the shareholders and the resolution is adopted if the majority (and possibly quorum) conditions are met. At least two decisions are subject to a vote:
- Approval of accounts for the year,
- And the assignment of the result.
The decisions taken at this meeting are ordinary decisions, no quorum is therefore necessary and decisions are made:
- By absolute majority on first consultation, i.e. by the majority of the shares that make up the share capital,
- By simple majority in the event of a second consultation, that is to say by the majority of the shares of the shareholders present or represented.
For the vote, one share gives the right to one vote.
However, the statutes may provide for higher majority rules but without going as far as unanimity.
Drafting of the meeting minutes
Minutes of the meeting must be drawn up by the chairman of the meeting to record all the decisions taken.
The following items must be included:
- Date and place of the meeting,
- Surname, first name and quality of the chairman of the meeting,
- For each partner present or represented: surname, first name and number of shares held,
- Documents submitted to the meeting,
- Text of the resolutions voted on,
- Summary of the debates and answers to written questions,
- And voting results.
Steps after the Annual General Meeting
After the meeting, formalities must be completed, in particular: the filing of the accounts with the registry, the payment of dividends and the holding of another meeting if the loss of capital is greater than half of the share capital.
Filing of annual financial statements with the court office
The SARL is required to submit its annual financial statements to the registry of the commercial court in the month following the approval of the accounts by the assembly.
The documents to be provided in a single copy are as follows:
- The annual financial statements (balance sheet, income statement and appendix),
- The possible report of the auditor,
- The minutes of the meeting,
- And the profit appropriation proposal and the adopted resolution.
Holding of another meeting in the event of a reduction in the share capital of at least half
If, at the end of the financial year, it turns out that the shareholders' equity of the SARL is less than half of the share capital, it is necessary to call the shareholders to a meeting to decide whether or not to dissolve the LLC prematurely. A reduction of capital motivated by losses may possibly be implemented.
This meeting must be organized at the latest 4 months after the meeting of the annual general meeting.
When the annual general meeting refuses to approve the accounts for the financial year, a copy of the deliberation of the meeting must be filed.
Possible payment of dividends to partners
If a distribution of dividends has been decided, the payment thereof to the partners must be made within 9 months following the end of the financial year.
Other formalities must also be carried out (declaration, payment of social contributions, etc.).
What is the purpose of the SARL Annual General Meeting?
Reply :
The purpose of the SARL's annual general meeting is to bring shareholders together to discuss the company's activities and results, make decisions and vote on important issues.
Who is responsible for convening the annual general meeting of SARL?
Reply :
The board of directors is responsible for calling the annual general meeting of SARL. The board of directors is required to inform the shareholders of the annual meeting and to provide them with the information necessary to vote.
What are the topics that are discussed at the annual general meeting of SARL?
Reply :
Topics that are discussed at the SARL's annual general meeting include annual accounts, appointments to senior management positions, governance issues, dividends and future strategies.
