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Organise a Shareholders' Meeting of Your French SARL
Need to hold a shareholders’ meeting for your French SARL? Let our experienced French lawyers guide you through the process and ensure that all legal requirements are fully met.
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Why Organise a Shareholders' Meeting for Your French SARL?
In a French SARL, the law requires that at least once a year, shareholders must meet to approve the annual accounts, the management report, and the allocation of results. Other decisions — such as changing the company’s articles, appointing or removing a manager, or approving agreements with shareholders — also require a formal meeting.
If your shareholders’ meeting is not properly convened and documented:
Resolutions can be challenged in court and annulled
The manager may be held personally liable for failing to comply with legal duties.
Banks, auditors, or business partners may consider your company non-compliant, putting financing and contracts at risk.
Tax authorities may question the validity of decisions, creating serious exposure.
French law is strict: a poorly organised meeting can cause years of problems. A properly handled meeting ensures that your company remains compliant and that all decisions are legally secure.
How Does Organising a Shareholders’ Meeting Work in a French SARL?
Organising a shareholders’ meeting may seem complex, but with FrenchCo.lawyer, the process is smooth and stress-free. Here is how it works
Collecting Company Information
We identify the decisions to be taken, review the company’s articles of association, and collect all relevant information (such as the last Kbis extract, shareholder list, and financial statements if accounts are to be approved).
Preparing Legal Documents
Our team drafts the convocation, agenda, and all required supporting documents. We also prepare the draft resolutions and, if necessary, manager's reports and explanatory notes to ensure shareholders receive clear information.
Convening the Meeting
We guide you on how to notify shareholders in accordance with the law and your articles (registered mail, email, or other methods). We ensure that notice periods are respected and that all legal requirements are met.
Holding the Meeting
We assist in conducting the meeting: recording attendance, checking quorum and majority rules, supervising the voting process, and answering any legal questions during deliberations.
Drafting and Filing Minutes
We prepare precise minutes of the meeting, record the results of each vote, and handle any necessary filings with the Commercial Court Registry or publication requirements (for example, if the articles are amended).
Delivery of Updated Documents
You receive complete meeting minutes, compliant with French law, and updated company documents (such as a new Kbis extract if changes were registered).
With FrenchCo.lawyer
The whole process is handled quickly, securely, and in full compliance with French corporate law. You can focus on your business, confident that your company’s decisions are valid and enforceable.
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What We Need From You to Orgaise a Shareholders’ Meeting ?
To manage the process efficiently, we will ask you to provide:
Company identification details
We will ask you for the SIREN Number of your SARL and proof of identity.
Proposed agenda
The matters to be discussed (annual accounts, manager appointment or removal, capital changes, etc.).
Financial Documents
If and as relevant: management report, accounts, and supporting documents. If any of these need preparation, we can assist.
Shareholder Information
Updated list of shareholders with their contact details.
With these elements in hand
We take care of everything else: convocation, supervision of the meeting, drafting and filing of minutes, and ensuring compliance.
Organise a SARL Shareholders' Meeting – Simple Process, Clear Budget
Flat legal fee starting from €799 excl. taxes*.
Additional mandatory costs: publication in the official legal gazette + court registry filing fees
No hidden costs, no unpleasant surprises
Our promise: we are lawyers, not resellers of add-ons. That means:
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Why Choose Us?
We believe in clear, simple, and fully transparent pricing
Fast turnaround: Your meeting is organised quickly with full support from our lawyers and paralegals.
Up-to-date documents: All convocations, agendas, draft resolutions, and minutes are drafted in strict compliance with French law.
Clarity & protection: We ensure resolutions and meeting records are clear and protective of all rights.
Best standards: Your meeting is handled according to professional legal drafting standards. We prepare documents tailored to your company’s needs.
Let us handle everything so you can focus on growing your business.
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Understanding the Organisation of Your French SARL's Shareholders' Meeting
When is a shareholders’ meeting mandatory in a French SARL?
A shareholders’ meeting is mandatory whenever the law requires shareholders to collectively approve or decide on key matters of the company. The most common example is the ordinary annual meeting: every year, shareholders must meet within six months of the end of the financial year to approve the management report, the inventory, and the annual accounts (Commercial Code, art. L. 223-26). This meeting is essential because it validates the accounts, approves the allocation of profits or losses, and grants or refuses discharge to the manager.
In addition, an assembly is mandatory in other specific cases. For example:
when company equity falls below half of the share capital, shareholders must decide whether to continue or dissolve the company;
when the number of shareholders exceeds 100, a meeting must be called to adapt governance;
when regulated agreements (agreements between the company and a manager or shareholder) need to be approved.
Some decisions, such as issuing bonds, must also always be decided in an assembly (art. L. 223-11). Even if the company’s articles allow written consultation, those specific matters cannot be decided outside of a meeting.
Failing to hold a required meeting exposes the manager and shareholders to risks: decisions can be annulled, liability claims may be brought against the manager, and the company may be considered non-compliant. For these reasons, organising assemblies on time and in full compliance is not optional; it is a core obligation for the proper functioning of a French SARL.
Who has the authority to convene a shareholders’ meeting in a French SARL?
The manager (“gérant”) is the ordinary convener of shareholders’ meetings in a French SARL. It is both his power and his duty. For example, the manager must convene the annual meeting to approve the accounts within six months after the close of the financial year. He must also call a meeting if equity falls below half of the share capital, if more than 100 shareholders exist, or if a regulated agreement must be approved. In addition, if shareholders meeting the statutory thresholds request a meeting, the manager is legally obliged to convene it.
If the manager fails to act, the law provides safeguards. Where the company has a statutory auditor, the auditor can convene the meeting (art. L. 223-27, para. 2). This authority is limited to assemblies, not written consultations. In practice, the auditor will notify the manager of their deficiency by registered letter, then set the agenda and convene shareholders, with costs borne by the company.
A court-appointed agent is another possibility. Any shareholder, regardless of their percentage of shares, may apply to the commercial court to appoint an agent to convene the meeting and set its agenda (art. L. 223-27, para. 7). The shareholder must first have requested the manager to convene the meeting without success.
Finally, in situations where the company has no manager (resignation, dismissal, incapacity), any shareholder or the auditor must convene an assembly within eight days to appoint a new manager.
In short: the manager convenes in ordinary cases, but the auditor, the court, or shareholders themselves can act if the manager defaults.
What happens if a manager refuses to convene a shareholders’ meeting?
When a manager refuses to convene a shareholders’ meeting, French law provides several safeguards to protect shareholders and the company. The refusal may be express — for example, the manager openly declines to send convocations — or it may be passive, where the manager simply ignores formal requests. In both situations, the consequences are the same: the company cannot remain blocked, and other actors are legally empowered to step in.
The first step is usually a formal request by shareholders. Shareholders holding at least half the shares, or one tenth of the shares if they also represent one tenth of shareholders, may demand the meeting (Commercial Code, art. L. 223-27). If the manager refuses, the shareholders can escalate.
If the company has a statutory auditor, the auditor may take over. The auditor can convene the assembly by notifying the manager of his failure and then sending convocations directly to shareholders. The agenda is set by the auditor, and costs are borne by the company.
If no auditor is in place, or if the auditor does not act, any shareholder may petition the commercial court to appoint an agent to convene the meeting. This agent will have the authority to set the agenda and organise the assembly. Courts often accept such requests when the refusal of the manager endangers the company’s governance or deprives shareholders of their rights.
In practice, managers who consistently refuse to convene meetings risk legal liability and may face dismissal by the shareholders. Therefore, while the manager has the duty to convene, the law ensures that a refusal cannot permanently block the company.
How are shareholders convened to a meeting in an SARL?
The way shareholders are convened is crucial: if the procedure is not followed, any decision taken at the meeting may be annulled. French law and the articles of association set out clear rules for convocation.
The content of the convocation must include:
who is convening the meeting (manager, auditor, or court-appointed agent),
the date, time, and place of the meeting,
the agenda listing all matters to be discussed,
the supporting documents required by law, such as the management report and draft resolutions.
The method of convocation is usually fixed in the articles. The most common method is a registered letter sent to each shareholder, but the articles may also allow email or hand delivery. Whatever the method, the convener must keep proof that the notices were sent and received.
The notice period must also be respected. If the articles require 15 days’ notice, for example, the meeting cannot be validly held earlier. For the annual general meeting, the deadline is strict: it must be held within six months after the end of the financial year.
Finally, communication of documents is essential. Shareholders must receive the financial statements, reports, and proposed resolutions in good time before the meeting. If this right to information is not respected, shareholders may challenge the validity of the meeting and its decisions.
In practice, managers should use a checklist for each meeting to ensure every shareholder is properly convened. Courts place the burden of proof on the manager to show that notices were correctly issued. A failure in convocation, even if unintentional, can invalidate key company decisions.
What majority is required to adopt resolutions at a shareholders’ meeting in a French SARL?
The majority required depends on the type of decision being made. French law distinguishes between ordinary decisions and extraordinary decisions, and the articles of association may impose stricter rules but never looser ones.
For ordinary decisions, such as appointing or removing a manager, the general rule is that resolutions must be adopted by shareholders representing more than half of the shares on the first consultation (Commercial Code, art. L. 223-29). If this majority is not reached, a second consultation may be held, where decisions can often be taken by a simple majority of votes cast, regardless of the number of shares represented.
For extraordinary decisions, which affect the company’s structure, the law is stricter. These include amending the articles of association, changing the registered office to a different jurisdiction, or altering share capital. Such resolutions generally require a qualified majority of at least two-thirds of the shares. In some cases, unanimity is required, for example when changing the nationality of the company.
The articles of association may set higher thresholds. For example, they may require a three-quarters majority for dismissing a manager. However, they cannot set thresholds lower than those provided by law.
Practical takeaway:
Managers should prepare a voting table before the meeting, showing each shareholder’s stake and the majorities required for each resolution. This avoids uncertainty during the meeting. Shareholders should be aware that failing to meet the required majority renders the resolution invalid and potentially exposes the manager to liability if he implements it anyway.
What are the consequences of irregularities in convening a shareholders’ meeting?
If a shareholders’ meeting is convened irregularly, the validity of its decisions is at risk. French law and case law impose strict rules on convocation, and shareholders may challenge resolutions when these are not respected.
The most common irregularities include:
failure to send a convocation to all shareholders,
omission of mandatory information in the agenda,
failure to send required documents (such as the management report or accounts),
breach of the statutory or legal notice period.
The consequences depend on the circumstances. If all shareholders are present or represented at the meeting, irregularities in convocation are usually cured, since no one was deprived of their right to participate. But if one or more shareholders were not convened, or did not receive the required information, resolutions may be annulled.
An action for annulment must be brought within three years from the date of the resolution (Commercial Code, art. L. 235-9). However, the “exception of nullity” — the ability to contest the enforceability of a resolution — is perpetual and may be raised as a defence at any time.
In addition to annulment, irregularities can trigger liability claims. For instance, if a manager deliberately excludes a shareholder from convocation to push through a resolution, courts may find this to be personal fault, making the manager personally liable for damages.
Practical takeaway:
Managers must keep proof of every step of the convocation process, including registered letters, emails, and delivery receipts. Shareholders who suspect irregularities should act quickly to preserve their rights. A well-organised convocation is the best defence against disputes.
More About Your Organising a Shareholders' Meeting in a French SARL
What is the role of the agenda in a shareholders’ meeting?
The agenda is central to the validity of a shareholders’ meeting. It lists the matters to be discussed and voted on, and shareholders can only make decisions on those items. If an item is missing from the agenda, the meeting cannot decide on it, except in very limited cases where the law allows it (for example, the appointment of a new manager when the company has none).
The person convening the meeting (usually the manager) prepares the agenda. Shareholders holding the statutory thresholds (half of the shares, or one tenth if they also represent one tenth of shareholders) can request the inclusion of specific items. If the manager refuses, this can justify the intervention of the statutory auditor or a court-appointed agent.
The wording of the agenda must be clear and precise. For example, “discussion on management” is too vague, while “vote on the dismissal of the manager” is specific enough to inform shareholders of the decision to be made. Courts have annulled resolutions where the agenda was too ambiguous.
Practical takeaway:
Prepare a detailed agenda and circulate it with the convocation. If you are a shareholder and want an item discussed, submit your request in writing and keep proof. The agenda protects shareholders’ rights and prevents surprise decisions.
What documents must be provided to shareholders before a meeting?
The right to information is one of the most important rights of a shareholder in a French SARL. Before a meeting, especially the annual meeting, shareholders must receive several key documents.
For the ordinary annual meeting, shareholders must be sent the management report, the annual accounts (balance sheet, profit and loss account, and annexes), and the proposed resolutions. They must also receive the auditor’s report if the company has an auditor. These documents must be provided with enough time for shareholders to review them before the meeting.
For other meetings, shareholders should receive any supporting documents relevant to the items on the agenda. For example, if the meeting is to approve a regulated agreement, shareholders should be given the draft agreement and any related explanatory notes.
If the required documents are not provided, shareholders can argue that their right to information has been breached. Courts may annul the resolutions adopted at the meeting on that ground, especially if the missing information could have affected the vote.
Practical takeaway:
Managers should prepare a full information package and send it along with the convocation or shortly afterwards. Shareholders should insist on receiving these documents and can demand them formally if necessary. Proper communication avoids disputes and strengthens the validity of decisions.
Can shareholders challenge decisions taken at a meeting?
Yes. Shareholders can challenge resolutions adopted at a shareholders’ meeting if they believe the meeting was irregularly convened, their rights were violated, or the law or the company’s articles of association were not respected.
The most common grounds for challenge are:
irregularities in convocation (missing shareholders, insufficient notice, missing documents),
irregularities in voting (wrong majority applied, votes improperly counted),
decisions contrary to the company’s interest, abuse of majority or minority vote.
The action for annulment must be brought before the commercial court within three years from the date of the resolution (Commercial Code, art. L. 235-9). However, the exception of nullity can be raised at any time as a defence.
Even shareholders who voted in favour of the resolution may bring an action if their right to information or participation was breached. Courts have admitted that approving a resolution does not bar a shareholder from later contesting it.
Practical takeaway:
Shareholders should act quickly if they suspect irregularities. Managers should always follow formalities to avoid giving grounds for challenge. Properly drafted minutes and complete convocations are the best defence against annulments.
What happens if the company has no manager to convene the meeting?
If the company is left without a manager, the law imposes a strict safeguard. Article L. 223-27 of the Commercial Code requires that an assembly be convened within eight days to appoint a new manager.
In this case, the convocation does not come from the manager (since none exists). Instead, the statutory auditor, if the company has one, or any shareholder must take the initiative. The agenda of this emergency assembly is limited: appointing a new manager.
During the meeting, the chair is taken by the shareholder present who represents the largest number of shares, provided they accept. This ensures the meeting is not blocked.
If the company fails to appoint a manager quickly, its legal functioning is paralysed. Contracts may be challenged, banks may freeze accounts, and the court may even appoint a provisional administrator if shareholders cannot agree.
Practical takeaway:
If the manager resigns, dies, or is dismissed, shareholders should act immediately. Convene a meeting within eight days, appoint a new manager, and file the change with the Commercial Court Registry. Acting quickly avoids paralysis and protects the company’s operations.
