Chapter III: Limited liability companies.

Decisions are taken at a general meeting. However, the Articles of Association may stipulate that, with the exception of those provided for in the first paragraph of Article L. 223-26 All or some of the decisions may be taken by written consultation of the members or may result from the consent of all the members expressed in a deed.

The members are convened to the meetings in the form and within the time limits laid down by decree of the Conseil d'Etat. The meeting may not be held before the expiry of the period for communication of the documents mentioned in Article L. 223-26.

With the exception of cases where the meeting deliberates on the transactions mentioned in articles L. 232-1 and L. 233-16 and where the Articles of Association so provide, members who take part in the meeting by videoconference or by means of telecommunication that enable them to be identified, the nature and conditions of application of which are determined by decree of the Conseil d'Etat, shall be deemed to be present for the purposes of calculating the quorum and majority. The Articles of Association may provide for a right of objection to the use of these means in favour of a specified number of members and for a specified deliberation.

One or more members holding half of the company shares or holding, if they represent at least one tenth of the members, one tenth of the company shares, may request the convening of a meeting.

One or more members holding one-twentieth of the shares may request that items or draft resolutions be included on the agenda of the meeting, which shall be brought to the attention of the other members, under the conditions determined by decree of the Conseil d'Etat.

Any clause contrary to the provisions of the two preceding paragraphs shall be deemed unwritten.

Any member may apply to the courts for the appointment of a proxy to convene the meeting and set its agenda.

If, for any reason whatsoever, the company is without a managing partner or if the sole managing partner is placed under guardianship, the auditor or any partner shall convene the shareholders' meeting for the sole purpose of proceeding, where appropriate, with the dismissal of the sole managing partner and, in all cases, with the appointment of one or more managing partners. The meeting is convened in the manner and within the timeframe laid down by decree of the Conseil d'Etat.

A meeting that is convened improperly may be annulled. However, an action for nullity is not admissible where all the shareholders were present or represented.