COVID-19: New Extension Of The Rules Governing Meetings And Deliberations Of Shareholders And Governing Bodies

• Published date: 29 March 2021
• Subject Matter: Corporate/Commercial Law, Corporate and Company Law, Shareholders
• Law Firm: Soulier Avocats
• Author: Ms Sophia El Makhoukhi

Ordinance No. 2020-321 of March 25, 2020 (the "Ordinance") adopted in furtherance of Law No. 2020-290 of March 23, 2020 has adapted the rules governing the holding and deliberations of meetings of shareholders and meetings of governing bodies of private law businesses and entities without legal personality to deal with the Covid19 pandemic.

Decree No. 2021-255 of March 9, 2021 extends until July 31, 2021 the application of the rules derived from said Ordinance and its Implementation Decree No. 2020-418 of April 10, 2020 (the "Decree").

The entry into force of Decree No. 2021-255 is a good opportunity to review the various changes that have occurred since our last article on the subject published on our Blog on September 29, 2020¹.

Before detailing these changes, a reminder of the various extensions that have been decided since the adoption of these derogating provisions is necessary.

Reminder of the various extensions that have been decided since the adoption of the derogative provision

In its initial version, Article 11 of the Ordinance specified that the derogatory provisions resulting from this text were to cease to apply on July 31, 2020, unless extended until a date to be set by Decree, which could not, however, be later than November 30, 2020.

On the basis of this Article, Decree No. 2020-925 of July 29, 2020 extended the application of these derogatory provisions until the ultimate authorized deadline, i.e., until November 30, 2020.

Since that date, this period has again been extended:

• first pursuant to Ordinance No. 2020-1497 of December 2, 2020 amending the above-mentioned Article 11 so that the derogatory provisions resulting from the Ordinance be applicable until April 1, 2021, unless extension of all or part of its provisions until a date to be set by Decree, which cannot, however, be later than July 31, 2021;

• secondly, by Article 1 of Decree No. 2021-255 of March 9, 2021 extending the period of application of the derogatory provisions resulting from the Ordinance until the ultimate authorized deadline, i.e., until July 31, 2021.

At the same time, Article 2 of the abovementioned Decree No. 2021-255 of March 9, 2021 extended the application of the Decree by the same period of time. It should be noted that the measures resulting from this text, which were initially due to cease to apply on July 31, 2020, had already been extended, first until November 30, 2020 pursuant to the aforementioned Decree No. 2020-925 of July 29, 2020, and then...