Law No. 2021-689 of May 31, 2021 relating to the management of the exit from the health crisis extends, once again, the duration of application of the derogative measures relating to the holding of general meetings until September 30, 2021 (Article 8, VI).
Holding of general meetings and exceptional measures
Since the first lockdown, Ordinance No. 2020-321 of March 25, 2020 and Decree No. 2020-418 of April 10, 2020 have organized a set of exceptional measures to allow the holding of general meetings and collegial meetings of the governing bodies of companies and, more generally, of any private law entity, whether or not it has legal personality, during a health crisis.
It is thanks in particular to these measures that:
- Companies can convene general meetings behind closed doors;
- The use of videoconferencing, electronic voting or written consultations is generalized for all entities, regardless of statutory provisions on the subject, including in the event of a clause opposing it.
These texts have already been subject to several extensions since March 2020 and significant adjustments following initial feedback, notably by Ordinance No. 2020-1497 of December 2, 2020 .
Law No. 2021-689 of May 31, 2021 relating to the management of the exit from the health crisis extends, once again, the duration of application of these measures until September 30, 2021 (Article 8, VI).
Will the exemptions soon come to an end?
These exceptional measures have enabled many entities to find a technical or practical solution to get out of the impasse they were in due to overly rigid, or even archaic, statutory or legal rules.
It is currently impossible to predict a further postponement or the definitive disappearance of these exceptional measures, which are nevertheless very practical.
However, caution is advised.
Indeed, these measures are temporary. To be maintained without delay, they will need to be incorporated into our general legal texts, such as the Commercial Code.
Furthermore, the legislator has already refused to extend one of the measures put in place during the first lockdown, namely, the extension for a period of three months of the period within which the approval of the closed accounts by the partners must in principle take place.
As a result, for the majority of entities, the accounts closed on December 31, 2020 must be approved before June 30, 2021, even though containment measures were taken during the month of April, the period of intervention of accountants and auditors.
In conclusion: it is strongly recommended that you check, without delay, the wording of your articles of association and shareholders' agreements to ensure that the return to common law can be made without too much difficulty or that, on the contrary, it is necessary to request an extension of the deadline for holding the annual general meeting from the president of the commercial court.
