Decree No. 2015-545 of May 18, 2015 taken for application of Ordinance No. 2014-863 of July 31, 2014 relating to company law, taken pursuant to Article 3 of Law No. 2014-1 of January 2, 2014 empowering the Government to simplify and secure business life, revolves around three axes.
It first targets limited liability companies, then public limited companies and finally, securities. Easing of formalities in general partnerships and in limited liability companies
The decree specifies that in the absence of publication of the amended articles of association in the RCS, the assignor or the assignment may, after formal notice from the manager and by justifying the referral to the president of the court, file the deed of sale of shares with the RCS.
The 2014 ordinance introduced the possibility of extending the period for holding the ordinary general meeting beyond six months by a court decision (L.223-26 of the Commercial Code).
The decree clarifies this provision and provides that the manager can now ask the president of the commercial court to extend the six-month period from the end of the financial year to convene the general meeting. The decree lays down the conditions allowing the summoning of partners and the electronic communication of documents by electronic means, in limited liability companies.
Provisions relating to public limited companies
Prior authorization to sign a regulated agreement must, according to the 2014 order, be reasoned and justify the interest of the agreement for the company by specifying the financial conditions attached to it (Art. L.225-38 of the Commercial Code).
The decree supplements this provision and specifies that the chairman of the board of directors communicates to the auditors for each authorized agreement and commitment, the reasons justifying their interest for the company, retained by the board of directors (R. 225-30 1st paragraph of the Commercial Code). Provisions relating to transferable securities
Following on from the ordinance, the decree seeks to harmonize the treatment of transferable securities with European standards.
In particular, it sets the duration of the difference between the listing and subscription periods for preferential subscription rights for negotiable shares at two business days. It should be noted that this provision will enter into force as of October 1, 2016.
Furthermore , the text determines the terms of sale and distribution of the sums resulting from this sale of fractional rights.
The procedures for identifying bondholders are subject to harmonization with those of equity holders.
Finally, the decree adapts the advertising specific to the buyback of preferred shares.
