[AGM 2026] How to Organize the Annual General Meeting in French Companies and to Convene the Shareholders?

As the annual general meeting season is in full swing, we offer a series of articles to help officers and shareholders better understand the rules relating to the approval of French SAS and SARL’s annual accounts for SAS and SARL, as well as the obligations arising from them. Second round of Q&As.

What is the annual general meeting of a French business company?

The term refers to the general meeting of the shareholders of a French simplified joint-stock company (société par actions simplifiée – SAS) or a limited liability company (société à responsabilité limitée – SARL), called each year to decide on the approval of the accounts of the last ended financial year and the allocation of the result. By extension, it refers to these annual decisions when they are taken by unanimous written consent of the shareholders or by a sole shareholder.

We secure the legal compliance of your corporate decisions and of your annual accounts approval.

What is the typical agenda of the annual general meeting?

The general meeting opens with the reading, by the company’s legal representative (president of the SAS or general manager of the SARL), of the various reports to the shareholders [see Q&A no.3]. Then, the agenda of the decisions is usually organized as follows:

• Approval of the accounts of the last ended financial year and discharge (quitus) to the legal representative for his management, as well as to the statutory auditors, if any;
• Decision on the allocation of the result;
• Approval of related-party agreements;
• Mandates renewal / appointment of corporate officers and statutory auditors;
• Determination of corporate officers’ remuneration;
• Approval of the global amount of sumptuary expenses and charges (dépenses somptuaires);
• Decisions relating to the recapitalization of the company in the event of equity being less than half of the share capital;¹
• Other decisions (ratifications, authorizations…) in accordance with the bylaws, the shareholders agreement, and the practices in force within the company.

Is it mandatory to convene the shareholders in general meeting to vote on the annual accounts approval? Are there other ways for decision-making?

By principle, the shareholders of a French company may take their decisions through several means:

• Meeting in a general meeting, physically or remotely, through electronic means allowing for the authentication of participants;
• Organizing a written consultation;
• Having each shareholder sign a private deed recording their unanimous decisions (“unanimous consent”).

The choice between these different means of decision-making will depend on the practices and challenges at stake in each company. The unanimous consent is interesting for its efficiency, even more with electronic signatures that are now recognized. However, it is unsuitable when unanimity cannot be reached. The convening of a general meeting gives place for real discussions between shareholders on the decisions to be taken, especially when points of view are not aligned. Between both, the written consultation, which is more burdensome, allows for non-unanimous decision-making when it is not possible to gather the shareholders together for any reason.

In an SARL, it used to be mandatorily required to convene shareholders in general meeting to decide on the annual accounts’ approval. However, for the sake of simplification, it is now authorised to take such decisions by written consultation or by unanimous consent, provided that the company’s bylaws authorize it.² An update of the bylaws in this respect is therefore necessary. In all cases, a minority of shareholders may request a general meeting to be held.

Concerning SAS, the form of decision-making is freely determined in the bylaws.³

How to approve annual accounts in a sole shareholder company?

It is the responsibility of the president of the SAS or general manager of the SARL to establish the accounts and submit them for the approval of the sole shareholder within 6 months. While information deadlines are generally more flexible in the case of a sole shareholder, certain constraints may arise, such as the following:

• If the company is a 100% owned subsidiary part of a wider group of companies, accounts approval by the sole shareholder may be subject to internal governance decisions at the parent level, whose calendar must be taken into account;
• Third parties (statutory auditors, works council…) must be provided with the mandatory information within the deadlines provided by law.

Finally, it should be noted that a simplified process exists when the sole shareholder is also the legal representative of the company. The annual accounts approval may result from the filing with the Trade and Companies Register of the statement on assets and liabilities (inventaire) and the annual accounts duly signed. A formal corporate decision is not necessary in such case.⁴

How to convene shareholders to the annual shareholders general meeting?

The convocation of shareholders to a general meeting is sent by the manager of the SARL or by the president of the SAS (unless otherwise provided in the bylaws).

In a SARL, convocations must be sent at least fifteen days in advance, by letter or electronic mail (registered with acknowledgment of receipt). They must include all the information required by law: annual accounts, management report, other documents [See Section 3], as well as the agenda and the text of the resolutions submitted to the shareholders.⁵

In a SAS, the rules are provided in the bylaws.

Should the management fail to convene the shareholders in accordance with mandatory rules, convocation may be made by the statutory auditor if there is one, or by a special representative designated by the President of the Commercial Court, at the request of any shareholder.

Finally, if the shareholders are called to decide by unanimous consent, it is necessary to refer to the bylaws. In any case, the information related to the decisions to be taken should be provided to them within a sufficient timeline to allow a reasonable review.

Who must be convened or admitted to the general meeting?

Individual convocations must be sent to each shareholder (i.e. holders of company’s shares). In the event of co-ownership (indivision) of shares or split of ownership (démembrement), each co-owner (indivisaire) as well as the bare owner (nu-propriétaire) and the usufruct holder (usufruitier) must be convened.

Furthermore, other stakeholders must also be convened to the general meeting (without any voting right):

• The statutory auditor, when it has been appointed;
• Two members of the works council, when it has been established;
• Bondholders and securityholders representative.

In the event of unanimous written consent or decisions of the sole shareholder, such non-shareholder third parties must be informed in accordance with the provisions set out in the bylaws.

How are shareholders’ decisions taken at the annual general meeting?

The rules governing the approval of the annual accounts at the shareholders general meeting differ depending on whether the company is a French SARL or a SAS.

In a SARL, the rules applicable to ordinary resolutions apply:

• Resolutions are adopted by a majority of the shares;
• If no majority is reached in the first meeting, a second meeting must be convened and the resolution is then adopted by a majority of the votes cast, regardless of the number of shareholders voting.

Nonetheless, the bylaws may adjust these majority rules and/or introduce quorum requirements (i.e., a minimum number of shareholders required to be present or represented at the meeting).

In a SAS, the company’s bylaws freely determine the applicable majority rules and, where relevant, quorum requirements. The only limitation is that they may not provide for a majority lower than a simple majority of the votes cast.

Who has the voting rights in the event of shares’ ownership split?

In case of shares’ ownership split (démembrement de propriété), both the bare owner (nu-propriétaire) and the usufruct holder (usufruitier) have the right to participate in the general meeting.

However, the voting rights are allocated depending on the type of decisions to be taken. In principle, they belong to the bare owner.⁶ By exception, it belongs to the usufruct holder for decisions relating to the allocation of profits.

What documents must be filed with the Commercial Court?

It is mandatory for both the SAS and the SARL to file certain documents with the clerk of the Commercial Court within one month following the approval decision: the annual accounts, the consolidated accounts (if any), the statutory auditor’s report, and the decision on the allocation of the result.

These documents are published in the Trade and Companies Register. Confidentiality may be requested under certain conditions by micro-businesses and small businesses, and a publication of simplified information may be requested for medium-sized businesses.

Finally, the management report does not have to be filed, but it must be held at the disposal of any person who requests it.

We secure the legal compliance of your corporate decisions and of your annual accounts approval.

Also explore our related expertises:

1. Articles L.223-42 (SARL) and L.225-248 (SAS), French Commercial Code (FCC) ↩︎
2. L.223-27, FCC ↩︎
3. L. 227-9, FCC ↩︎
4. L. 223-31 and L. 227-9, FCC ↩︎
5. R. 223-18 and R.223-20, FCC ↩︎
6. Art. 1844, French Civil Code ↩︎