Law n°2021-689 of May 31, 2021 relating to the management of the end of the health crisis once again extends the duration of application of the derogatory measures relating to the holding of general meetings until September 30, 2021 (article 8 , VI).
Holding of general meetings and derogatory measures
Since the first confinement, Ordinance No. 2020-321 of March 25, 2020 and Decree No. 2020-418 of April 10, 2020 organize a set of derogatory measures in order to allow the holding of general assemblies and collegial meetings of the governing bodies. companies and, more generally, any entity governed by private law, whether or not they have legal personality, in times of health crisis.
It is thanks in particular to these measures that:
- Companies can convene general meetings behind closed doors;
- The use of videoconferencing, electronic votes or written consultations is generalized for all entities, regardless of the statutory provisions on the subject, including in the event of a clause opposing it.
These texts have already been the subject of several extensions since March 2020 and major adjustments following the first feedback, in particular by ordinance n ° 2020-1497 of December 2, 2020 .
Law n°2021-689 of May 31, 2021 relating to the management of the end of the health crisis once again extends the duration of application of these measures until September 30, 2021 (article 8, VI).
Soon the end of exemptions?
These derogatory measures have enabled many entities to find a technical or practical solution to get out of the impasse in which they found themselves due to overly rigid, even archaic statutory or legal rules.
It is currently impossible to predict a further postponement or the definitive disappearance of these derogatory measures, which are nevertheless very practical.
However, caution is called for.
Indeed, these measures are provisional measures. To be maintained without delay, they must be introduced into our common law texts, such as the Commercial Code.
In addition, the legislator has already refused to extend one of the measures put in place during the first confinement, namely the extension for a period of three months of the period within which the approval of the accounts closed by the partners must in principle intervene.
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, period of intervention of chartered accountants and auditors.
In conclusion: it is strongly recommended to check, without delay, the drafting of your articles of association and shareholders' agreements in order to ensure that the return to common law can be done 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.
