Voting at Assemblies and Meetings

The meetings and meetings of the collective bodies of a company (partners, shareholders, directors, members of the supervisory board, auditors, representatives of the social and economic committee...) are a A Place for Debates and Decisions. Indeed, during these meetings and meetings, the members convened discuss a predefined agenda and vote on the various resolutions it contains.

This voting process Can be completely dematerialized. The democratization of electronic voting at general meetings and meetings was made possible by theOrdinance No. 2020-321 of 25 March 2020. It provided that all commercial and civil companies, but also economic interest groups or associations, could hold a completely dematerialized meeting (Electronic convocation, videoconference debates and online votes). This ordinance has been extended for a long time but has not been in force since October 1, 2021.

In addition, Article 13 of Law No. 22-46 of 22 January 2022 strengthening the tools for managing the health crisis and amending the Public Health Code promulgated, in its article 13, the simplification and adaptation of the rules relating to meetings and decision-making by collegial administrative, supervisory and management bodies. Thus, the dematerialization of the meetings of these bodies and the use of electronic voting allowing the identification of participants and guaranteeing their effective participation remained possible until 31 July 2022.

However, due to the end of the state of health emergency, it is appropriate to return to the application of special company law concerning the online voting of general meetings and the meetings of collegial administrative, supervisory and management bodies.

‍Electronic Voting Is To Be Distinguished From Postal Voting. Indeed, during a postal vote, the partner will send his ballot to the company so that his vote can be counted when the general meeting is held. However, in terms of electronic voting, no voting form is sent to the company; the votes are carried out directly online, through a secure electronic service allowing the identification of the various partners. Thus, this vote allows the votes of the participants to be counted instantly.

Knowing that such a vote can be scheduled and open at a certain date and time and end in the same way.

To find out more, check out our Legal summary on electronic voting.

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1. THE VOTE AT THE GENERAL MEETINGS OF A CIVIL SOCIETY (SC)

Decree No. 78-704 of 3 July 1978 does not provide for the possibility of an electronic vote. The concept of electronic voting was not one of the problems of the time.

However, with the entry into force of Ordinance No. 2020-321 of 25 March 2020, the possibility of voting directly online, and not by correspondence, to participate in the general meetings of a civil society made it possible to demonstrate both The usefulness of such a method but also its reliable nature. This is why, even if the said ordinance has not been applicable since October 1, 2021, it is still possible for civil societies to Provide for in their statutes That votes at general meetings (ordinary, extraordinary, mixed...) can be carried out directly online.

Thus, in the silence of the law, it is up to the statutes to supplement it by providing that the partners can vote by electronic voting at meetings.
general (ordinary, extraordinary, mixed...).

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2. VOTING AT THE GENERAL MEETINGS OF A LIMITED LIABILITY COMPANY (SARL)

Article L. 223-27 of the Commercial Code provides that when the statutes so provide, the Participation of the partners in the meeting can be done by videoconference or by telecommunication means allowing the identification of the partners.

Therefore, it is not possible to conduct an electronic vote when:

• The Meeting Focuses On Annual Accounts gold;
• The meeting relates to the consolidated financial statements, the group management report or;
• If a statutory provision grants a Right of Opposition to Partners In terms of electronic voting and that they make use of it.

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3. VOTING AT THE GENERAL MEETINGS OF A SIMPLIFIED JOINT STOCK COMPANY (SAS)

Article L. 227-9 of the Commercial Code provides that The Forms and Conditions of Collective Decisions Are Governed by Statutory Freedom.
However, the second paragraph of that article requires that the Decision-Making by Shareholders is Collective for decisions relating to the powers vested in the extraordinary and ordinary general meetings of public limited companies in the field of:

• Increase, amortization or reduction of capital;
• Of merger, of division, of dissolution;
• Of transformation into a society of another form;
• The appointment of auditors;
• Annual accounts and profits.

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4. VOTING AT MEETINGS AND MEETINGS OF A PUBLIC LIMITED COMPANY (SA)

Electronic voting at shareholders' meetings:

The holding of shareholders' meetings is governed by article L. 225-103-1 of the Commercial Code. It provides that the statutes are free to stipulate that the
General Meetings (Ordinary and Extraordinary) Will Be Held Exclusively
by videoconference or by a means of telecommunication allowing the identification of shareholders.‍

As an exception, Recourse to such processes cannot take place:

• When the statutes make such dematerialization impossible;
• When an Extraordinary General Meeting Meets to Deliberate on a Statutory amendment : shareholders representing at least 5% of the capital have the right to object. Thus, they are in a position to refuse the holding of an online meeting.

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‍Electronic voting at board meetings:

In application of article L. 225-37 paragraph 3 of the Commercial Code, it is at Rules of Procedure of the Board of Directors to provide for the possibility for administrators to deliberate by means of videoconferencing or telecommunication allowing their identification and guaranteeing their effective participation.

However, 3 exceptions Exist and make it impossible to use such means:

• In case of Statutory Prohibiting It gold;
• When the meeting is about Transactions to Close the Financial Year gold;
• When the Meeting Focuses on Consolidated or Annual Accounts or the Group Management Report.

Electronic voting at supervisory board meetings:

For its part, article L. 225-82 paragraph 3 of the Commercial Code provides
That the Rules of Procedure of the Supervisory Board May provide for the possibility for its members to deliberate “by means of videoconferencing or telecommunication allowing their identification and guaranteeing their effective participation”.

As with Board Meetings, Some exceptions To dematerialization remain:

• When the Prohibit statutes The use of such a method or else;
• When Meetings Focus On Guarantees Granted by the Company

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In order to facilitate the organization of votes during your general meetings, we provide you with a free downloadable template for an absent ballot.