Paragraph 4: The general meeting of mutual insurance companies

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Article R322-58

French Insurance CodeIn force

Updated 7 Nov 2023

The Articles of Association determine the composition of the General Meeting. The General Meeting is made up either of all members who have paid their subscriptions, or of delegates elected by these members. For the application of this second option, the member-policyholders may be divided into groups according to the nature of the contract taken out or according to regional or professional criteria. The number of delegates may not be less than fifty.

The Articles of Association may provide that the members of the General Meeting may take part in the meeting by videoconference or telecommunication means enabling the identification and effective participation of the members in accordance with the procedures laid down in Articles R. 225-97 and R. 225-98 of the Commercial Code. They are then deemed to be present for the purposes of calculating the quorum and majority.

The Articles of Association may make applicable to members, under the conditions they lay down, the provisions relating to remote voting by post or by electronic means laid down for shareholders by article L. 225-107 of the Commercial Code and by articles R. 225-75, R. 225-77, R. 225-79 and R. 225-81 of the Commercial Code. For the purposes of these provisions, "member" shall be understood to mean "shareholder" and the postal voting form shall comply with the model annexed to this Code. In the case of any proxy given by a member without indicating a proxy holder, the Chairman shall vote in favour of the adoption of the draft resolutions presented or approved by the Board of Directors, and against the adoption of all other draft resolutions. To cast any other vote, the member must choose a proxy who agrees to vote in the manner indicated by the principal.

The Articles of Association may provide for the possibility of voting by electronic means during the General Meeting, provided that the secrecy of the vote and the fairness of the ballot are respected.

The list of members entitled to attend a General Meeting is drawn up by the Board of Directors on the fifteenth day prior to the meeting. Any member may, either personally or through a proxy, inspect this list at the registered office.

Any member of the General Meeting may be represented by another member or, if permitted by the Articles of Association, by a third party. The Articles of Association may prohibit a person employed by the company from being appointed as proxy; they must set the maximum number of proxies that may be entrusted to a single proxy, which may not exceed five.

However, this number may be increased to the extent necessary to ensure that the lowest regulatory quorum does not require the effective presence of more than one hundred proxies.

In this case, the Articles of Association must specify the maximum number of proxies that may be entrusted to a single representative in excess of the regulatory five.

Members or third parties holding proxies must deposit them at the Company's registered office and have them registered there at least five days before the General Meeting, failing which such proxies shall be null and void.

Each member is entitled to one vote and one vote only, without the Articles of Association being able to derogate from this rule.

Mariela Petrova

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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

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

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