Making a decision in a public limited company (SA)

Verified 02 July 2026 - Entreprendre Service Public / (Prime Minister)

To take a decision in a public limited company (SA), it is necessary to follow a precise procedure, step by step, from the choice of the meeting until the completion of the administrative formalities.

The procedure presented below concerns only decisions that must be put to the vote of shareholders.

Step-by-step approach

Before organizing an assembly, it is necessary ensure that the decision is made by shareholders.

Some decisions are taken by other bodies of the business, such as the board of directors, the executive board or the supervisory board depending on the method of administration of the public limited company (SA).

The decision rests with the shareholders, in particular where:

  • approve the annual accounts
  • to affect the result
  • to appoint or renew directors
  • to amend the statutes (transfer of registered office, change of company name, change of corporate object, etc.)
  • increase or reduce the share capital
  • to transform the business (SA into SAS for example)
  • to decide on its early dissolution

Warning  

Some decisions are the responsibility of the business’s management or supervisory bodies, not of shareholders:

  • In a SA to the Board of Directors, the board of directors determines the orientations of the business' activity and shall settle the affairs of the business by its deliberations.
  • In a SA to the Management Board and Supervisory Board:
    • the the executive board has the most extensive powers to act on behalf of the company.
    • the the supervisory board exercises permanent control over the management of the executive board and has certain powers provided for by law or the statutes.

Before taking any decisions, it is necessary to determine the type of meeting to be held: Ordinary General Meeting (AGM), Extraordinary General Meeting (AGE), special assembly or joint assembly.

In order to identify the type of assembly, question the nature of the decision to be taken :

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The Decision amends the statutes of the business

This is the case for all changes of company that involve the modification of the articles of association: modification of the corporate name, the corporate object, the capital increase, the voluntary dissolution of the business, transfer of the registered office, etc.

This is the case for all changes of company that involve the modification of the articles of association: modification of the corporate name, the corporate object, the capital increase, the voluntary dissolution of the business, transfer of the registered office, etc.

If the decision results in a amendment of the statutes, it is in principle subject to theExtraordinary General Meeting (AGE).

This is particularly the case for all decisions relating to the amendment of a business:

The decision concerns the day-to-day management of the business without amending the statutes

This is the case for all decisions that do not involve amending the articles of association but which concern the day-to-day management of the business: approval of the annual accounts, appointment or renewal of directors, members of the Supervisory Board, etc.

This is the case for all decisions that do not involve amending the articles of association but which concern the day-to-day management of the business: approval of the annual accounts, appointment or renewal of directors, members of the Supervisory Board, etc.

If the decision does not change the statutes, in principle falls within the scope ofOrdinary General Meeting (AGO).

This is the case for all decisions to:

  • Approve annual accounts
  • Assign the result of the year
  • Appoint or renew directors, members of the Supervisory Board or statutory auditors
  • Adjudicate certain regulated agreements between the business and its officers

Warning  

In a SA to a board of directors, the decision to appoint or remove a chief executive officer is made by the board of directors.

The decision affects the rights of a particular class of shares

This is the case for decisions which do not necessarily modify the articles of association as a whole or the day-to-day management, but which have a specific impact on the rights attached to a given category of shares (or preference shares). This includes decisions that alter the financial, political or individual rights of one class of shareholders without affecting the others.

This is the case for decisions which do not necessarily modify the articles of association as a whole or the day-to-day management, but which have a specific impact on the rights attached to a given category of shares (or preference shares). This includes decisions that alter the financial, political or individual rights of one class of shareholders without affecting the others.

Where the decision modifies the rights attached to a class of shares, the holders of this category shall be consulted as part of a special assembly.

Example :

If the business wishes to modify the special benefits granted to holders ofpreference actions, such as a dividend priority or enhanced voting rights, the holders of the shares concerned must meet in a special meeting.

FYI  

If a this decision involves both a change in the statutes and the day-to-day management of the business, a joint assembly shall be convened. This is the case, for example, of an increase in share capital combined with approval of the annual accounts.

Tableau - Summary table of the type of meeting to be convened

You wish

Assembly to be convened

Approve annual accounts

AGO

Assign Result

AGO

Appoint an administrator

AGO

Appointing an External Auditor

AGO

Amend the company name

AGE

Modify the social object

AGE

Increase or reduce social capital

AGE

Transforming business

AGE

Change the rights of a class of shares

Special Assembly

Approve the annual accounts and increase the share capital

Joint Assembly

Before the general meeting is held, the business must identify the body authorized to convene it, complete the required prior formalities and convene the shareholders in accordance with the legal procedures and deadlines.

1Identify the body competent to convene the meeting

The general meeting of shareholders is called in, depending on how the SA: titleContent, by the board of directors, the executive board or the supervisory board.

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SA to Board of Directors

The general meeting of shareholders is convened in principle by the board of directors.

Once the decision to convene the meeting has been made, the Chairman of the Board of Directors or a director may receive mandate to convene the meeting.

To be valid, the meeting must be convened by a board of directors regularly constituted.

Example :

The board is considered to be irregularly composed when the term of office of all the directors has expired or when the number of directors has become less than the minimum provided for by the law or the statutes, without this situation having been regularized within the 3-month period available to the board.

SA to the Executive Board and Supervisory Board

The general meeting of shareholders is convened in principle by the Executive Board. If the functions of the Executive Board are performed by a single Chief Executive Officer, he is therefore empowered to act alone. The Chairman of the Management Board may be required to convene a meeting by order of the President of the Commercial Court.

To be valid, the notice of meeting must come from a management board regularly constituted. If the Executive Board is incomplete, it cannot convene the meeting to fill vacancies. Indeed, the appointment of the members of the Management Board does not belong to the General Shareholders’ Meeting but to the Supervisory Board.

Please note

The assembly may also be convened by the supervisory board.

If the Board of Directors or the Management Board does not convene the General Meeting, it may be convened by:

  • the statutory auditors, responsible for a traditional audit of the accounts
  • one ad hoc legal representative, appointed in court for that purpose
  • one provisional administrator with a general mandate to manage the business
  • one liquidatorduring the period of liquidation of the business
  • the majority shareholders which hold the majority of the capital or voting rights, only after a takeover bid (takeover bid) or exchange offer (OPE)

2Carry out the preliminary formalities of convocation

Before the shareholders are convened, the competent body previously determined shall carry out various formalities prior to convening the meeting:

1) Publish or send the meeting notice

Before sending the summons, the business must inform shareholders of the upcoming meeting, via a notice of meeting.

  • When all shares are registered (in registered form), a notice of meeting shall be sent to shareholders who have requested it.
  • When the business is quoted or all the shares are not registered (bearer shares), a notice of meeting must be published in the Bulletin des annonces légales obligatoire (BALO) at least 35 days before the meeting.

Notice of meeting informs shareholders of the upcoming meeting and specifies the main characteristics of the meeting (date, place, agenda). It also includes enhanced information enabling shareholders to exercise their rights upstream, including the possibility to request the inclusion of items or draft resolutions in the agenda or to ask written questions. For example, a shareholder may be informed of the terms and time limits for proposing a new resolution before the meeting.

(2) To receive requests for the inclusion of items or draft resolutions

Any shareholder holding a certain fraction of the share capital may request the inclusion of draft resolutions or non-draft resolution items, atagenda of the assembly.

To request registration, lThe shareholder must represent at least 5% of share capital.

Warning  

Where the capital of the business is greater than €750,000, the minimum percentage of shares to be held in order to exercise that right shall be calculated on a sliding scale:

  • 4% for the former €750,000
  • 2.50% for the tranche of capital between €750,000 to and €7.5 MILLION
  • 1% for the tranche of capital between €7.5 MILLION and €15 000 000
  • 0.50% for surplus capital

The request for the inclusion of items or draft resolutions should be sent to head office by registered letter with acknowledgement of receipt (LRAR) or electronically. The request must be accompanied by the text of the draft resolutions, which may be accompanied by a brief statement of reasons.

The deadline for sending registration requests varies according to the nature of the actions.

  • If it is a business that includes only registered shares : the request for the inclusion of items or draft resolutions must be sent at least 25 days before the date of the first meeting.
  • If it is a business listed or whose not all shares are registered (bearer shares) : the request for the inclusion of items or draft resolutions must be sent no later than the 25th day preceding the date of the meeting, but may not be sent more than 20 days after the date of publication of the notice of meeting to the BALO: titleContent.

Please note

Once the application for registration has been received, the President of the board of directors or the executive board where applicable, shall acknowledge receipt, within 5 days of receipt. The acknowledgement of receipt may also be transmitted by teletransmission.

Items and draft resolutions are included in theagenda and must then be put to the vote of the assembly.

3Summoning shareholders

Once the preliminary formalities for notices of meetings and requests for the inclusion of items or draft resolutions have been completed, thethe competent body shall convene the general meeting of shareholders.

1) Terms of convening

A notice of meeting must be inserted in a Legal Advertising Support (SHAL) the head office department.

Shareholders holdingregistered shares for at least 1 month at the time of insertion of the notice of meeting in a Shal: titleContent shall be convened by ordinary letter. This summons may also be effected by teletransmission.

Warning  

The shareholders already registered " nominative » (registered shares) at February 16, 2026 have, for one transitional period of 2 years, of a right of opposition enabling them to continue receiving notices and preparatory documents by post.

The request must be sent to the business by registered letter with acknowledgement of receipt no later than 90 days before the publication of the notice of meeting.

2) Content of the notice of meeting and deadlines

THEnotice of meeting shall contain the following particulars:

  • Company name and, where applicable, its abbreviation.
  • Legal form of the business.
  • Amount of share capital.
  • Address of the registered office.
  • Identification number accompanied by the statement RCS: titleContent and the name of the city where the registry with which it is registered is located.
  • Day, time and place of the meeting.
  • Nature of the meeting (ordinary, extraordinary or special).
  • Agenda of the meeting.

The notice of meeting must also indicate the conditions under which shareholders may vote remotely and the places and conditions under which they may obtain the necessary forms and documents which are annexed thereto. It shall specify, where appropriate, the e-mail address where written questions may be addressed. The possibility of participating in the meeting via a means of telecommunication must also be indicated.

The business must summon the shareholders at least 15 days before the general meeting. In the event of a second summons, a minimum 10 days must be respected between the convening and the date of the meeting.

If the meeting is held on 2e convocation or 2e extended meeting, the notice of meeting must recall the date of the 1era summons.

THEagenda of meetings is then arrested by the person who issued the summons.

Warning  

An irregular summons can lead tocancelation of the general meeting if the judge considers that the irregularity justifies it. Shareholders who have suffered damage may also obtain damages and interest.

Before voting on all resolutions, shareholders must be able to to obtain information enabling them to vote in an informed manner.

So they can request disclosure of certain documents and information, in get the shipment under certain conditions and address written questions at the business before the meeting.

1Make documents and information available to shareholders

The the list of documents that may be requested by shareholders is as follows :

  • Agenda of the meeting.
  • Brief description of the business' situation during the past fiscal year.
  • Request form for sending documents and information, with information on the right to permanent request for sending.
  • Voting by post form.
  • A very apparent reminder of the provisions relating to the power of attorney and shareholder representation.
  • Information indicating that a shareholder who does not personally attend the meeting may give a proxy, vote by mail or send a proxy to the business without indicating an agent.
  • Information indicating that a shareholder cannot simultaneously return a proxy form and a mail-in ballot form, as well as the consequences in case of double mailing.
  • First and last names of the directors, chief executive officers, members of the supervisory board and/or the management board and the indication of the other companies in which these persons exercise management, management, administrative or supervisory functions.
  • Text of the draft resolutions submitted by the Board of Directors or the Executive Board.
  • Text and explanatory memorandum of draft resolutions submitted by shareholders and a list of items added to the agenda at their request.
  • Report of the Board of Directors or the Management Board or observations of the Supervisory Board.
  • Annual financial statements, consolidated financial statements, report on the management of the Group, table of profit and loss allocations specifying in particular the origin of the sums proposed for distribution.
  • Statutory Auditors’ reports and, where applicable, sustainability information certification report.
  • Observations of the Supervisory Board, if any.

Please note

If the agenda includes the appointment of directors or members of the Supervisory Board :

  • Last name, first name, age of candidates, professional references and professional activities in the last 5 years.
  • Jobs or functions held in the business by the candidates and the number of shares of the business held or held by them.

2Communicate documents and information to shareholders

From the convening of the meeting until 5e day (inclusive) before the meeting, any shareholder may therefore request the business to send the documents and information to which he is entitledat the address of his choice.

The request for sending is sent to the business under the conditions indicated by the business at the time of the convocation. The documents are sent at the expense of business.

The registered shareholder may also request to benefit from a systematic dispatch documents and information relating to subsequent general meetings.

Warning  

Since February 16, 2026, if the documents requested by the shareholder are already present on the business' website, the latter is no longer required to send documents. The businesses are free publish the documents on their website if they so wish.

However, if the documents are published on the website of the business, the latter still has theobligation to deposit them at the registered office (or at the place of the administrative direction of the business), so that shareholders can consult them on the spot.

It is recommended that businesses publish the documents on the website no later than the day of convening.

3Answer written questions from shareholders

Any shareholder of a SA: titleContent a la ability to ask questions in writing to which the board of directors or the executive board, as the case may be, is required to respond during the meeting.

He can ask his written questions from the day of the convening of the meeting and at least 15 days before its meeting.

The Board of Directors or the Executive Board may delegate, as the case may be, one of its members, the Chief Executive Officer or a Deputy Chief Executive Officer to respond to them. A common answer can be given to several questions which have the same content.

The answer to a written question is deemed to have been given as soon as it appears on the business' website in a section dedicated to questions and answers.

Please note

Written questions must be sent to the Chairman of the Board of Directors or the Management Board, no later than 4e business day preceding the meeting date :

  • at the registered office by registered letter with acknowledgement of receipt (LRAR)
  • by teletransmission

They must be accompanied by a certificate of registration either in the registered securities accounts maintained by the business, or in the bearer securities accounts maintained by the authorized intermediary, or in an electronic registration system (type " blockchain »).

The assembly can validly adopt decisions only if it complies with certain operating rules. In particular, the quorumto constitute the bureau of the assembly, to draw up the attendance record and to organize the voting of resolutions.

1Verify that the meeting can validly deliberate (quorum)

Before any vote, it is necessary to verify that the minimum number of actions represented is reached. This is called the quorum. Without the required quorum, the meeting cannot deliberate regularly: it is therefore irregular. The minutes of the meeting shall be drawn up by the Bureau of this Assembly.

Please note

For the quorum calculation, account shall be taken of:

  • The shareholders who voted remotely by means of a postal voting form received by the business within the time limit set by the statutes.
  • The shareholders participating in the meeting by means of telecommunications allowing their identification and effective participation in debates and votes.

The rules of quorum and majority depending on the type of shareholders' meeting:

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Ordinary General Assembly (AGO)

A decision shall be adopted in AGO: titleContent where the rules of quorum and the following majorities are present:

  • 1re summons : it is necessary 1/5 of voting rights (1 right to vote = 1 share) represented and a majority of votes of the shareholders present or represented.
  • If the 1re convocation is unsuccessful, there is a second summons : no quorum is required, it must be majority of shareholder votes present or represented.

Example :

In a business of 10 shareholders, 4 are present or represented in 1era convocation, either 40% voting rights. The quorum of 1/5 having been reached, the assembly may validly deliberate. The resolution was adopted by 3 votes to 1, by a majority of those present.

In the event of failure of this majority, a second meeting would have allowed voting without a quorum condition, the decision then being taken by a majority of the votes cast.

Extraordinary General Assembly (AGE)

A decision shall be adopted in AGE: titleContent where the following quorum and majority rules are met:

  • 1re summons : it is necessary 1/4 of voting rights (1 vote = 1 share) present or represented and one majority of 2/3 of shareholders' votes present or represented.
  • If the 1re convocation is unsuccessful, there is a second summons : it is necessary 1/5 of voting rights (1 vote = 1 share) present or represented and one majority of 2/3 of shareholders' votes present or represented.

Example :

In a business of 10 shareholders, 3 are present or represented at the first meeting, or 30% of the voting rights. The quorum of 1/4 having been reached, the assembly may validly deliberate. The resolution is adopted if it receives at least 2/3 of the votes of the shareholders present.

If the first meeting fails, a second meeting may be held with a quorum reduced to 1/5 of the voting rights, the majority remaining fixed at 2/3 of the votes cast.

Special Assembly

A decision shall be adopted in special assembly where the rules of quorum and the following majority:

  • 1re convocation: it is necessary 1/3 of voting rights (1 vote = 1 share) present or represented and a majority of 2/3 of the votes shareholders present or represented.
  • If the 1re convocation is unsuccessful, there is a second summons : it is necessary 1/5 of voting rights (1 vote = 1 share) present or represented and one majority of 2/3 votes shareholders present or represented.

Example :

In a business of 10 shareholders holding the same type of shares, 4 are present or represented at the first meeting, either 40% voting rights. The quorum of 1/3 having been reached, the special assembly may validly deliberate. The decision is adopted if it receives at least 2/3 of the votes of the shareholders present.

If the first call is unsuccessful, a second call may be organized with a quorum reduced to 1/5 of the voting rights, the majority remaining fixed at 2/3 of the votes cast.

Joint Assembly

During a joint assembly, the shareholders come together to take decisions that are the responsibility of an ordinary general meeting and an extraordinary general meeting. It makes it possible not to have to combine two different successive assemblies.

When a shareholder cannot attend a meeting, he or she may decide to be represented by another person. For example, it may be the spouse or another shareholder.

The rules of quorum and majority are different depending on the type of decision:

  • In the case of a decision underAGO: titleContent, the following rules shall apply:
    • 1re summons : it is necessary 1/5 of voting rights (1 voting right = 1 share) represented and one majority of votes shareholders present or represented.
    • If the 1re convocation is unsuccessful, there is a second summons : it takes a majority of votes shareholders present or represented.
  • In the case of a decision underAGE: titleContent, the following rules shall apply:
    • 1re summons : it is necessary 1/4 of voting rights (1 vote = 1 share) present or represented and one majority of 2/3 votes shareholders present or represented.
    • If the 1re convocation is unsuccessful, there is a second summons : it is necessary 1/5 of voting rights (1 vote = 1 share) present or represented and one majority of 2/3 the votes of the shareholders present or represented.

Example :

In a business of 10 shareholders, a joint meeting brings together both AGO and EFA decisions. For example, 4 shareholders are present or represented at the first meeting, or 40% of the voting rights.

For the AGO part, a quorum of 1/5 is reached and the decision is adopted by a majority of the votes present or represented.

For the AGE part, a quorum of 1/4 is also reached and the resolution is adopted if it receives at least 2/3 of the votes of the shareholders present.

In the event of failure at the first meeting, a second meeting may be held without a quorum for the AGO (simple majority of the votes cast) and with a quorum reduced to 1/5 for the AGE, the majority of 2/3 remaining applicable.

2Organize the assembly's bureau

The meeting of shareholders shall be chaired by the Chairman of the board of directors or the President of the supervisory board, as appropriate.

In the absence of either, the articles of association may designate another person to chair the meeting. Otherwise, the assembly itself elects its president.

The shareholders' meeting shall constitute a board comprising:

  • one presiding officer
  • 2 scrutineers (the 2 members of the assembly with the largest number of votes and accepting this function)
  • one secretary (it may be chosen outside the shareholders, unless otherwise provided for in the articles of association)

The role of bureau members is multiple:

  • check the regularity of the meeting (in particular the vote on resolutions)
  • certify the accuracy of the time sheet
  • sign the minutes of the meeting.

3Establish the attendance sheet

At each meeting, one attendance sheet must be kept.

It must contain the following entries :

  • Name, first name and domicile of each shareholder present (physically or by telecommunication) or represented, the number of shares held by him and the number of votes attached to these shares.
  • Name, first name and address of each agent, the number of shares of its principals and the number of votes attached to these shares.
  • Name, first name and address of each shareholder who sent a remote voting form, the number of shares he holds and the number of votes attached to these shares.

The attendance sheet must be signed by the shareholders present and the agents and certified by the members of the Bureau. It allows to determine the quorum attained by the shareholders present or represented and the required majority for decisions to be taken. It is not necessary to separate the attendance sheet when the meeting is held exclusively by a means of telecommunication.

Warning  

In case of presence sheet defect or time sheets which do not include in an annex the powers given to representatives, deliberations of the assembly may be canceled.

4Discuss items on the agenda

Once the quorum the president, having checked the attendance record and drawn up the attendance record, opened the debate on the questions on the agendaagenda.

In principle, the assembly cannot validly to deliberate only on the items on the agenda mentioned in the notice of meeting. Resolutions put to the vote are presented to shareholders, who can ask for explanations and participate in discussions before they are put to the vote.

The President shall direct the discussions and ensure that the exchanges take place smoothly.

Before the vote, each resolution shall be presented to the shareholders. Full reading of resolutions may be omitted when shareholders already have the necessary documents and none of them request reading.

Warning  

In principle, the assembly cannot deliberate only on items on the agenda. A deliberation on a matter unrelated to it may be canceled.

However, the assembly may at any time dismiss one or more members of the board of directors or the supervisory board and to replace them, even if this item was not on the agenda.

5Proceed to vote on resolutions

Finally, the shareholder (or its agent) physically present or via a means of communication may vote for, against or abstain.

Only the votes cast are taken into account in calculating the majority. The abstentions and the blank or void votes are not counted.

Any shareholder has the possibility to vote remotely, in advance, using a form.

Please note

When a new resolution is presented during the meeting, the shareholder who voted remotely is, in principle, considered not to have taken part in the vote on this resolution.

However, where the business uses a single voting and proxy document, the shareholder may provide in advance for his choice: to vote against the new resolution, to abstain or to give a mandate to a person responsible for voting on his behalf.

Following the vote, the Bureau of the Assembly notes the outcome of each resolution submitted to the shareholders' meeting.

A resolution is adopted when it meets the required majority by the legal and statutory provisions applicable to the meeting concerned. Otherwise, it is rejected.

After each meeting of shareholders, a minutes must be drawn up. Otherwise, the proceedings of the meeting may be canceled.

1. Drawing up the minutes of the meeting

The minutes must mention :

  • Date and venue of the meeting
  • Method of convening
  • Agenda
  • Composition of the Bureau
  • Number of shares voting and quorum reached
  • Documents and reports submitted to the Assembly
  • Summary of the discussions
  • Text of resolutions put to the vote
  • Results of votes

Please note

If the meeting was held exclusively by videoconference or other authorized means of telecommunications allowing the identification of shareholders., that circumstance must be mentioned in the minutes.

The minutes are also used to record the proceedings of the meeting. He must include a true and objective summary of the debates held during the assembly.

This summary shall include:

  • New information communicated to shareholders during the meeting
  • Address by the President
  • Written or oral questions by shareholders
  • Answers provided by leaders

However, there is no need to reproduce the entire discussion.

A shareholder may request the inclusion of certain particulars in the minutes. The business may, however, oppose such inclusion where it is not in the social interest, i.e. where it risks undermining the interests of the business, its proper functioning or its development.

Example :

The business may refuse to include in the minutes strategic or confidential information the disclosure of which is likely to favor a competitor or to harm its activities.

2. Have the minutes signed

The minutes are signed by the members of the bureau of the assembly, i.e. the executive bodies, the persons participating in the counting of the votes (tellers) and the secretary of the bureau. ‍

When the meeting is held exclusively by a means of telecommunication, the minutes may be signed via a electronic signature.

The electronic signature shall:

  • Be uniquely attached to its signatory.
  • Have been created using electronic signature creation data that the signatory can, with a high level of trust, use under its exclusive control.
  • Be linked to the data associated with this signature in such a way that any subsequent modification of the data is detectable.

Please note

For learn more about the electronic signature :

Electronic signature

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Pour en savoir plus

3. Keep the minutes in a register

The minutes must be kept in a register of minutes. It can be held on a paper support or in electronic form.

  • If it is held on paper : the register of minutes shall be kept at head office of the business. It can take the form of a register listed and initialed by a competent authority (town hall, commercial court or judicial court) or continuously numbered movable sheets, also initialed before use. The minutes must be kept in chronological order, without the possibility of adding, deleting or inverting sheets. In order to ensure the integrity of the registry, any blank page portion must be canceled. The use of photocopied loose sheets shall be permitted, provided that they are regularly numbered, initialed and signed by hand by the authorized persons.
  • If it is kept in electronic form : minutes must be signed using a electronic signature to reliably identify the signatory and to guarantee the integrity of the document. They must also be electronically time-stamped to ensure a certain date and to detect any subsequent changes. This solution offers the same guarantees of preservation and proof as the paper register.

Please note

Minutes of meetings and documents proving the regularity of the proceedings must be kept for at least 6 years.

In practice, however, it is recommended that records of minutes be kept for an unlimited period of time, so that decisions taken by the business can be justified at any time. For more information, see our practical fact sheet on document retention periods for companies.

4. Issue copies or extracts of the minutes

The copies or extracts of the minutes may be issued in order to justify decisions adopted by the assembly.

They shall be certified by one of the following persons:

  • the chairman of the board of directors
  • the director-general director
  • a member of the Executive Board
  • the chairman or vice-chairman of the supervisory board
  • the secretary of the assembly

Please note

In case of bankruptcy of the business, the certification is carried out by a liquidator.

Once the decision has been adopted and recorded in a report, the business must, as the case may be, complete additional formalities in order to ensure its implementation or third-party effectiveness.

Some decisions, although they shall have effect as soon as they are adopted by the assembly, may require specific formalities without amending the statutes or updating the information declared in RNE. These include the approval of the annual accounts and the allocation of the result, which give rise in particular to the filing of annual accounts.

Others decisions result in a change in the information reported to the RNE: titleContent and must be the subject of a declaratory formality. This includes the appointment, renewal or dismissal of a director or an auditor.

Finally the decisions that result in amendment of the statutes involve an update of these and a declaratory formality.

Example :

It may be a change of company name, of a transfer of registered office, of a modification of the corporate object, of a increase or a capital reduction, or dissolving the business.

These amendments must then be the subject of a declaratory formality via the company formalities desk of theInpi: titleContent, accompanied by the required supporting documents (in particular the minutes of the meeting, the updated statutes, a legal announcement) in order to ensure their enforceability against third parties :

Window of company formalities

Please note

Since May 6, 2026, certain documents filed in RCS: titleContent and therefore at the RNE: titleContent may be transmitted in the form of an extract. These may be, for example, the minutes of meetings or the statutes of the business.

This extract may not mention the information relating to natural persons only partially, i.e.: surname, usage name, pseudonym, forenames, month and year of birth, and municipality of residence, excluding the complete personal address.

Consult our dedicated fact sheet to learn more about the different stages of modifying the statutes of a business.

Tableau - Summary table: how to make a decision in a SA?

Steps

Description

1) Check competence

It is necessary to check whether the decision rests with the shareholders or with another body of business.

2) Choose the type of meeting

It is necessary to determine whether this is a AGO: titleContent, of a AGE: titleContent, a special or mixed meeting depending on the nature of the decision.

3) Convening the meeting

The assembly shall be convened by the competent body in accordance with the legal forms and deadlines.

4) Preparing shareholder participation

Shareholders receive the necessary information and can consult documents, ask questions or vote remotely.

5) Hold the meeting and vote

The meeting shall be held after verification of the quorum. Resolutions are put to the vote of the shareholders.

6) Draw up the minutes

The decisions adopted shall be recorded in minutes which shall record the sitting and the results of the votes.

7) Carry out the subsequent formalities

Depending on the case, formalities are carried out, such as a deposit of accounts, an update of the RNE or a modification of the statutes via the formalities window of the companies of theInpi: titleContent.

FAQ