Written Consultations and Unanimous Acts in French SARLs: Streamlined Decision-Making with Legal Security

In the governance of a French société à responsabilité limitée (SARL), collective decisions are the foundation of legitimacy.
Traditionally, partners exercise their will in formal meetings — where votes are cast, minutes are signed, and debate occurs in person. But French company law also recognizes that in smaller or closely held companies, such in-person meetings are not always practical or even desirable.

To address this, the law provides alternative mechanisms allowing partners to make valid collective decisions without physically meeting: the written consultation (consultation écrite) and the unanimous act (acte unanime).
When properly implemented, these procedures offer flexibility, discretion, and efficiency — yet they must be handled with rigorous compliance to avoid legal pitfalls.

This article examines how these two decision-making modes function under French law, their legal conditions, their advantages and drawbacks, and the safeguards required to ensure that decisions taken outside traditional meetings remain fully valid and enforceable.

1. The Legal Basis of Written Consultation

1.1 Authorization by the Articles of Association

Written consultation is not an automatic right — it must be expressly authorized by the articles of association of the company.
Under Article L.223-27 of the French Commercial Code, the articles may provide that all or some of the partners’ decisions may be taken through written consultation, except for those relating to the approval of the management report, inventory, and annual accounts. These particular decisions, by law, require an in-person assembly since they form part of the “ordinary annual meeting.”

The initiative for launching a written consultation belongs exclusively to management. Neither the statutory auditor, if any, nor a court-appointed agent may initiate it. This is because consultation at a distance presupposes the manager’s ability to communicate complete and accurate information to all partners simultaneously.

1.2 Formal Procedure and Transmission of Documents

To begin a written consultation, the manager must send the text of the proposed resolutions along with all supporting documents necessary for the partners’ understanding. This includes, depending on the nature of the decision, financial statements, management reports, and any draft contracts or agreements under review.
All these materials are sent by registered letter to each partner — or, in modern practice, by electronic means where consent to dematerialized communication has been validly obtained.

From the date of receipt of the draft resolutions, each partner has a minimum of 15 days to express their vote in writing. The time limit runs not from the date of dispatch but from the moment the partner actually receives the documents.
This subtle distinction makes the process slower than a traditional meeting, where the countdown begins on the day the convocation is sent.

Once partners have responded, their written votes are collected and preserved by management for incorporation into the official minutes of consultation.

2. Drafting and Preserving the Minutes of a Written Consultation

Just like an assembly, every written consultation must be documented in minutes.
The minutes serve to record that the procedure was carried out in writing and to document the partners’ responses.

The minutes must include:

• The dates of dispatch and receipt of the proposed resolutions;

• The identity of each participating partner and the number of shares they hold;

• The text of the resolutions submitted;

• The outcome of each vote (adopted, rejected, or abstained); and

• A statement confirming that all written responses are annexed to the minutes.

For evidentiary security, it is best practice for the minutes to be signed by the manager and kept in the same register as the minutes of physical assemblies.

Electronic drafting and storage are permitted, provided that the document is timestamped and signed with an electronic signature meeting European legal standards.

This ensures that the record remains tamper-proof and retains full probative value in case of later disputes.

3. The Role of Statutory Clauses in Governing Written Consultation

Most modern SARLs include a clause in their articles explicitly allowing for written consultation.

These clauses usually follow the model wording permitted by law and specify that correspondence between the company and the partners must be by registered letter with acknowledgment of receipt.

This formality is not mere bureaucracy — it provides essential evidence of the date of receipt, which determines the start of the 15-day voting period.

Where the articles omit such authorization, written consultation cannot legally occur.

In such cases, decisions made in this manner would be null and void, even if all partners participated, because the form of deliberation is imposed by law.

4. The Advantages of Written Consultation

4.1 A Tool for Efficient and Peaceful Governance

The written consultation method offers two major benefits: efficiency and tranquility.
It allows partners to vote without gathering in person and without giving proxies, which is especially useful for partners living abroad or with conflicting schedules.
Each partner casts their vote directly and confidentially — eliminating logistical difficulties and, at times, interpersonal tensions.

Written consultation also has the effect of “cooling down” debates. In companies marked by deep disagreements, removing the physical meeting room often prevents confrontations that derail collective decision-making.
For some SARLs, particularly family-run or joint ventures between distant partners, this distance can transform a tense situation into an orderly process managed through legal documentation.

4.2 Professional and Controlled Decision-Making

Because written consultations are generally organized with the help of legal advisers or accountants, the resulting documents — resolutions, explanations, and supporting files — are usually drafted with precision.

This “paper trail” enhances legal security. It also prevents impulsive decisions sometimes made during heated in-person debates.

In this sense, written consultation aligns perfectly with the philosophy of corporate governance by documentation — where transparency and traceability take precedence over oratory persuasion.

5. The Drawbacks of Written Consultation

Despite its appeal, written consultation also presents practical and legal disadvantages that managers should weigh carefully.

5.1 A Longer Process Than It Appears

Although the legal time limit is 15 days, the effective duration of a written consultation is often longer.

The clock starts on the date partners receive the draft resolutions — not when they are sent. Moreover, the law measures compliance based on the date each partner casts their vote, not the date the company receives it.

This creates a staggered timeline that can easily extend several weeks, particularly if partners reside abroad or delay their responses.

5.2 Heavy Administrative Formalities

Written consultation generates more paperwork than a meeting: registered letters must be sent, responses collected, filed, and cross-referenced; then results must be communicated back to the partners.

Each step requires careful documentation to protect against future challenges. For this reason, it often requires the assistance of legal professionals or corporate secretarial services.

5.3 Higher Abstention Rates

Experience shows that written consultations produce more abstentions.

Partners who might easily give a proxy for an in-person meeting are often reluctant to respond to a registered letter, which requires extra effort and formality.

This can be problematic when important resolutions require a double majority — in both shares and number of partners — since every non-response effectively counts against achieving quorum.

6. The Unanimous Act: Decisions Taken in a Single Written Instrument

6.1 Definition and Legal Framework

In addition to written consultation, the French Commercial Code allows partners to express their unanimous agreement in a single act.

This “unanimous act” (acte unanime des associés) functions as an alternative means of formalizing decisions, provided the company’s articles expressly allow it.

It is especially useful for small SARLs with a limited number of partners who can easily sign the same document.

However, like written consultation, the unanimous act cannot be used to approve the management report, inventory, or annual accounts — those must always be handled through a general assembly.

6.2 Scope of Use

The articles may authorize the unanimous act for all other decisions or restrict it to specific types of resolutions. In practice, most companies adopt a broad authorization, leaving flexibility for future use.

It is then up to management to decide when this streamlined procedure is appropriate.

Nevertheless, some decisions remain ill-suited to this method. For example, the approval of regulated agreements (transactions between the company and one of its partners or managers) cannot be given by unanimous act, since the interested partner must abstain from voting.

However, pre-authorization of certain agreements may be expressed by unanimous act, provided that all partners — excluding the interested party — consent in writing.

7. Advantages of the Unanimous Act

7.1 Speed and Simplicity

The unanimous act is the fastest decision-making mechanism available in a French SARL.

There is no need to convene partners, respect notice periods, or wait for written votes to return. Once all partners have signed the act, the decision is deemed adopted.

This simplicity makes it ideal for routine operations such as approving share transfers, authorizing leases, or confirming minor amendments to the company’s operations.

It also allows several related decisions to be grouped in a single document — for example, approving a share transfer and simultaneously updating the articles of association to reflect the new ownership structure.

7.2 Discretion and Flexibility

The unanimous act offers a level of discretion appreciated by many entrepreneurs. It avoids public gatherings and formal convocations while maintaining full legal validity.
For small private companies or family businesses, this approach often mirrors the natural way partners work together — informal consensus formalized in writing.

8. The Limitations and Risks of the Unanimous Act

8.1 The Requirement of Unanimity

By its very nature, the unanimous act requires the signature of all partners.

If even one refuses, the decision cannot be adopted.

This makes the method impractical for companies with numerous or contentious shareholders. It presupposes a climate of trust and availability that is rarely present in larger organizations.

8.2 The Complexity of Drafting

While the act appears simple, its drafting is technically delicate.

Unlike the stereotyped format of assembly minutes, the act must incorporate all legal and factual details of the decision — from the parties’ identity and shareholding to the exact wording of the resolution and any related undertakings.

For anything beyond routine decisions, professional legal assistance is essential. A poorly drafted act risks being ambiguous, unenforceable, or even void.

8.3 The Need for Partner Representation Rules

If one partner cannot sign personally, representation within the unanimous act is governed by Article L.223-28 of the Commercial Code, which restricts proxies compared to general civil law.

Managers must ensure that any representative has proper authority and that their mandate is clearly expressed in writing, to avoid subsequent challenges.

8.4 External Notifications

If the manager is not himself a partner, the act must be formally notified to him so that he may execute the decision.

This notification ensures that management becomes aware of the decision’s content and can carry it out effectively.

Neglecting this formality can create uncertainty or delay implementation.

9. Conservation and Registration of Unanimous Acts

Unlike assemblies and written consultations, the law does not prescribe a specific form of register for unanimous acts.
Nevertheless, sound governance practice dictates that they be treated with the same discipline.
Each act should be:

• Mentioned in the register of deliberations with its date, form, purpose, and signatories;

• Filed at the company’s registered office; and

• Kept together with its originals or notarial copies to permit inspection alongside the minutes register.

This ensures transparency and continuity of the company’s decision-making record, which is particularly important for due diligence or audits.

10. When to Choose Each Method

Both mechanisms — written consultation and unanimous act — are tools of governance efficiency. Choosing between them depends on the size of the company, the urgency of the decision, and the relationship among partners.

• Written consultation is best suited for situations where partners are numerous or geographically dispersed, and where management wishes to obtain a legally structured vote while avoiding a physical meeting.

• The unanimous act is ideal for small SARLs with a handful of partners in regular contact, where all can easily sign a single document.

In both cases, the exclusion of decisions relating to the annual accounts ensures that at least once a year, partners meet (physically or remotely) to review the company’s results.

11. The Strategic Importance of Proper Implementation

While written procedures may seem simpler than formal meetings, they demand meticulous execution.

Failure to respect formalities — such as missing signatures, inadequate notice, or failure to annex responses — can lead to the nullity of decisions.

This can have serious financial consequences, especially when the decisions involve capital transactions or management appointments.

Moreover, partners who disagree with the outcome retain the right to challenge the procedure if they were not properly informed or if deadlines were not respected.

Maintaining full documentary proof of each step — from sending the registered letters to archiving the final minutes — is therefore critical.

For companies with foreign shareholders or cross-border operations, written consultations and unanimous acts can greatly facilitate governance, provided the process is supervised by counsel familiar with French corporate formalities.

12. The Modernization of SARL Governance

France is gradually moving toward the dematerialization of corporate procedures.

Electronic communication, remote participation, and secure digital signature solutions now allow even small companies to manage decisions efficiently while remaining fully compliant with the Commercial Code.

Written consultation and unanimous acts fit perfectly within this digital evolution: they are forms of governance that blend flexibility with legal precision.

However, technological convenience must never compromise procedural integrity.

Electronic signatures must meet EU eIDAS standards; timestamping must guarantee the document’s authenticity; and all digital records must be stored securely and accessible for inspection by auditors, tax authorities, or partners.

13. Conclusion: Balancing Efficiency and Legal Certainty

Written consultation and the unanimous act are not mere shortcuts — they are legally recognized expressions of the collective will in French corporate law.

When properly used, they enable SARLs to function smoothly without sacrificing compliance.

They save time, minimize conflict, and adapt perfectly to modern business realities — especially for entrepreneurs and investors managing their French entities from abroad.

But their success depends entirely on rigorous adherence to form.

A single procedural error can invalidate an otherwise sound decision.

This is why companies, even small ones, benefit from seeking professional assistance to draft, organize, and preserve their written deliberations in accordance with French law.

At FrenchCo.lawyer, our bilingual lawyers help companies across France and abroad secure their governance — from preparing compliant written consultations to drafting unanimous acts that stand up to scrutiny.

Whether your SARL has two partners or twenty, we ensure that every decision is both efficient and legally unassailable.