Decree No. 2015-545 of May 18, 2015, issued pursuant to Ordinance No. 2014-863 of July 31, 2014, concerning company law, itself enacted pursuant to Article 3 of Law No. 2014-1 of January 2, 2014, authorizing the Government to simplify and secure business operations, is structured around three main areas. It addresses, firstly, limited liability companies, then public limited companies, and finally, securities.
Simplification of formalities in general partnerships and limited liability companies:
The decree specifies that, in the absence of publication of the amended articles of association in the Trade and Companies Register (RCS), the transferor or the transferee may, after formal notice to the manager and upon proof of referral to the president of the court, file the deed of transfer of shares with the RCS.
The 2014 ordinance introduced the possibility of extending the deadline for holding the ordinary general meeting beyond six months by court order (Article L.223-26 of the French Commercial Code). The decree clarifies this provision and stipulates that the manager may now request the president of the commercial court to extend the six-month deadline for convening the general meeting, starting from the end of the financial year.
The decree sets out the conditions for convening shareholders and for electronically communicating documents in limited liability companies.
Regarding public limited companies
, the prior authorization for signing a regulated agreement must, according to the 2014 ordinance, be justified and demonstrate the agreement's benefit to the company by specifying the associated financial terms (Article L.225-38 of the French Commercial Code). The decree supplements this provision and specifies that the chairman of the board of directors must provide the auditors with the reasons justifying the board's interest in each authorized agreement and commitment for the company (Article R. 225-30, paragraph 1 of the French Commercial Code).
Provisions relating to securities:
In line with the ordinance, the decree aims to harmonize the treatment of securities with European standards.
In particular, it sets the difference between the listing and subscription periods for preferential subscription rights on negotiable shares at two business days. It should be noted that this provision will enter into force on October 1, 2016.
Furthermore , the text determines the procedures for the sale and distribution of proceeds from the sale of fractional rights.
The procedures for identifying bondholders are harmonized with those for shareholders.
Finally, the decree adapts the advertising requirements specific to the repurchase of preferred shares.
