Course of a General Meeting on D-Day

The holding of a general meeting requires a certain organization, the methods of which must be respected. It requires the convocation of shareholders and partners as well as providing all the necessary documents. This convocation should normally take place within a time limit for the honoree which appears in the statutes. Upstream, during the preparation of such a meeting, it is imperative to set an agenda. Which contains All issues will be addressed by the Board of Management. A normal meeting requires a flawless organization but how does it fare on D-Day? Here are all the elements you need to know about staying comfortable and leaving nothing behind.

set the agenda

For all companies having different articles of association, it is mandatory to prepare an agenda before holding a general meeting. It informs the issues that will be discussed within the Executive Board. Furthermore, depending on the position of the company, restrictions may apply if a decision arises from an element not previously mentioned. All questions to be discussed in a general meeting need to be notified in the convocation received by the partners and shareholders. Several topics can be considered from among the issues on the agenda. However, they differ depending on the position of the general assembly. It is a general body meeting in which matters having a current aspect to the company are discussed. In respect of matters which differ from those of a regular character, then it is the subject of an extraordinary general meeting.

Issues addressed by the General Meeting

During this type of meeting, the shareholders and partners gather to discuss routine items related to the company. The Annual General Meetings are general in nature. They deal with issues relating to the proper conduct of the company, its accounts and the position of the manager. Various decisions can be taken during this meeting. Furthermore, they must be added to the agenda under penalty of sanctions or nullification. Once the meeting is over, the decisions need to be notified in the minutes. This will create a list of all changes set up within the debate.

1/Acceptance of accounts

During an ordinary general meeting, one of the first items on the agenda relates to the company’s accounts. The debate should lead all the shareholders and partners to discuss the compliance of the annual accounts. If there are specific reasons, they can decide to accept or reject them. In the event of lack of clarity, mismanagement or even fraud, the accounts may be rejected by the Management Board. Then he will ask them to review to reconsider their decision.

2/Result Allotment

Once the accounts are approved by the entire Board of Management, the allocation of results also becomes an important topic of debate. It discusses the profits of the company and what the partners and shareholders want to do with them.

, Depending on the results, various options are available with the Board of Management. Profits can be allocated to reserves, carried forward to the next year or distributed as dividends. Furthermore, in the event of a loss, the management board cannot decide to pay them back.

3/Acceptance of regulated agreements

During a general assembly, new conferences may be established. They are essentially concerned with the day-to-day operations for the company. Their assessment needs to be indicated on the agenda. This may include opening current accounts not provided for in the articles of association, formation of the company or even the compensation paid to the manager. Regulated agreements are likely to be rejected in the event of non-compliance or mere refusal, depending on the decisions of the shareholders and partners.

4/ A possible revision of the texts

The issues raised during the agenda are not always approved by the Executive Board. Not only can it reject a text, but partners and shareholders have the possibility to request amendments during the general meeting.

The modus operandi still needs to be in line with the agenda. This changes its content. As it has not already been mentioned in the questions to be addressed, it may lead to the nullity of the award.

5/ Notify related changes to manager

Simple general meetings held initially once a year may also concern the remuneration of the manager or his replacement. Hence the terms and conditions will be discussed by the shareholders and partners during the meeting.

to bring documents

A meeting does not happen just like that. You will generally need to bring or have with you some items such as:

  • meeting attendance sheet,
  • Powers of shareholders represented by proxy
  • postal voting form,
  • Copies of invitation letters,
  • President’s Report
  • social status,
  • list of shareholders
  • Text of proposed resolutions.

The latter is especially useful because you have to read them out so everyone can vote yes or no.

drafting of minutes

Hence various decisions are taken in the general meeting which need to be recorded in the minutes. Although during the meeting, the texts may constitute written evidence of the decision-making, in case of a dispute it is necessary to write down the minutes. This will make it possible to prove the approvals as well as the refusals related to all the topics related to the company. Changes in executive’s remuneration, for example, should be notified within minutes to avoid any questions of judgement.

The minutes should contain all the information relating to the conduct of the general meeting. It is therefore a question of specifying the names of the partners and shareholders present, the date, the place of the meeting, the resolutions adopted as well as the results of each vote.

As there are several general meetings coming up at the end of the year, it would be better for all companies to find out about their holdings and everyone’s obligations within the framework of this meeting. It is important for companies to prepare well in advance to avoid any legal uncertainty.

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