Subsection 3: Shareholders' meetings

Articles in this section · 11

R22-10-20R22-10-21R22-10-22R22-10-23R22-10-24R22-10-25R22-10-26R22-10-27R22-10-28R22-10-29R22-10-30

Article R22-10-27

French Commercial codeIn force
Ask for lawyer reviewed or certified translation

Updated 6 Nov 2023

I.-Any person actively soliciting mandates within the meaning of Article L. 22-10-41 shall publish a regularly updated document entitled "voting policy" on its website. This document may also be consulted at the address of domicile or registered office indicated therein.

II. II -It contains:

1° In the case of a natural person, his surname, forename, date and place of birth and address;

In the case of a legal entity, its legal name and address. 2° In the case of a legal entity, its legal form, its name or corporate name, the amount of its share capital, the address of its registered office, its purpose, as well as the bodies responsible for examining and analysing the resolutions submitted and those responsible for deciding on the votes to be cast. III-This document describes the principles to which the proxy holder intends to refer when exercising the voting rights corresponding to proxies received without voting instructions.

It sets out the voting policy of the company. It sets out the proxy holder's voting policy by heading corresponding to the different types of resolutions submitted to the meetings.

The headings shall cover at least:

1° Decisions entailing an amendment to the Articles of Association;

2° Approval of the accounts and results;

> 3° Appointment and dismissal of directors;

4 3° The appointment and dismissal of corporate bodies;

> 4° The agreements referred to in Articles 2 and 3 of the Articles of Association 4° The agreements referred to in Articles L. 225-38, L. 225-40 to L. 225-42, L. 2210-13 and Articles L. 225-86, L. 225-88 to L. 225-90 and L. 22-10-30;

5° The share issue and buyback programmes;

> The appointment of the Statutory Auditors 6° Appointment of the statutory auditors;

This document also describes the procedures for identifying, preventing and resolving conflicts of interest likely to affect the free exercise of voting rights.

IV. IV.-The voting intentions referred to in the fourth paragraph of Article L. 22-10-41 are made public on the website of the person actively soliciting mandates.

Mariela Petrova

Need help applying this article to your situation?

A registered French Lawyer explains what applies to your business — in English, fixed fee.

within 48h

Fixed Fee

Talk to a lawyer
Previous articleArticle R22-10-26Next articleArticle R22-10-28
Common Questions

Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

English · French · Russian

Ready When You Are

Talk To A Corporate
Lawyer In France.

A 20–30 minute call, in English, to scope the engagement. No obligation, no preliminary fee. You will leave the call with a clear view of what the work will cover and what it will cost.

Talk To A Corporate Lawyer+33 1 84 88 31 00
First EngagementFixed Fee

Talk to a French lawyer.

Reply within 24 hours.

Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

Continue Reading

Related corporate services in France

01 / Setup

Setting up a French company

Choose between SAS, SARL, SA or SCI — and structure your first French entity around how you actually plan to operate.

Read More
02 / Operating

French commercial contracts

Distribution, agency, supply, services and IP licences — drafted around the protections French law actually gives.

Read More
03 / Disputes

Business disputes & litigation

Shareholder conflicts, commercial breaches and pre-litigation strategy — handled by the same team that knows the file.

Read More