The annual general meeting in the S.A.R.L.

Article of 21/06/2017 updated on 30/06/2026

General meetings in SARLs and EURLs are an important moment in the life of the company. They allow for the approval of financial statements, amendments to articles of association, and decisions regarding the company’s strategic direction. Their organization is subject to specific formalities stipulated by law.

This study successively outlines the preparation of an annual general meeting, its proceedings, and the formalities that follow.

I- Information to know to prepare properly a general meeting

1- Mandatory meeting within 6 months

Here is what article L.223-26 of the Commercial Code specifies: The approval of the accounts must take place within 6 months of the end of the financial year. If the manager does not meet the partners within this period, the public prosecutor or any interested party may request the president of the commercial court to order the manager if necessary, under penalty, to convene this meeting or to appoint a representative to do it.

2- The assembly

The general meeting of shareholders deliberates mainly on:

• The approval of the accounts,
• The allocation of the result,
• The discharge to the manager,
• The appointment of the manager,
• The remuneration of the management,
• The appointment of an auditor if necessary,
• The approval of regulated agreements,
• All decisions concerning the management of the company that are not within the competence of the management.

3- The manager

He prepares the annual accounts and the management report. At the time of convening the meeting, he must also prepare the agenda, the text of the resolutions and a report on the regulated agreements.

4- Business continuity

The accounts are closed on the assumption that business continuity is assured. It is prudent to check, in particular, the state of the actual indebtedness and its evolution as well as that of the cash in order to see if it will be able to cover this indebtedness during the next financial year. It is also advisable to check the real possibilities of bank financing, the state of the order book, etc.

II- The preparative acts of a general assembly

1- Documents to check or prepare

• The statutes of the SARL: The manager will have to check if they do not contain special rules that derogate from the commercial code. If this is the case, he will of course have to take it into account in the procedure of convocation and holding of the assembly. He will also have to check whether the statutes have provided for the possibility of remote voting and therefore the obligation to send a voting form at the same time as the summons.
• Document for the appointment of the manager: He must verify that his mandate does not expire. In this case, it will be necessary to have it renewed by the assembly. He will also check whether it is necessary to approve his remuneration.
• List of regulated agreements: This is drawn up by the manager or, where applicable, by the auditor. It concerns the conventions:
  • concluded during the closed financial year between, on the one hand, the company and, on the other hand, one of its managers or one of the partners either directly or through an intermediary;
  • concluded with another company whose manager is simultaneously manager or partner of the SARL;
  • or having taken effect during a previous financial year and which continued during the financial year in question.

• Accounting documents: Obviously, the balance sheet, the income statement and the appendix must be drawn up, including the statement of guarantees, endorsements given by the company, and the inventory.
• Statutory auditor: It should also be checked whether the company has not reached a threshold or taken a stake that would lead to the obligation to appoint a statutory auditor.

2- The reports to be drawn up

> The management report

It must mainly exhibit:

• the situation of the company during the past financial year including an objective and comprehensive analysis of business developments;
• its foreseeable evolution;
• significant events occurring between the closing date of the financial year and the date on which it is established;
• its research and development activities.
• the list of existing branches;
• key performance indicators of a financial nature and, where applicable, of a non-financial nature relating to the specific activity of the company when they are necessary for understanding the evolution of the company’s activity;
• a description of the main risks and uncertainties facing the company;
• where relevant to the assessment of the company, its financial condition and its profit or loss, information on its policy regarding the hedging of each main category of planned transactions for which hedge accounting is used, as well as on its exposure to price, credit, liquidity and cash flow risks;
• for companies subject to corporate tax, the report must indicate the amount of dividends paid during the last three financial years.

The management report must be understandable by a non-specialist.

Companies which belong to the category of small businesses (which do not exceed, at the end of the financial year, two of the following three thresholds: €7.5 million in balance sheet total, €15 million in net turnover and 50 employees) are not required to draw up a management report.

> Other reports

• Auditor’s reports: When the SARL has an auditor, the latter must draw up a report on the annual accounts.
• Manager’s report on regulated agreements: We have discussed its content above.
• Group management report: This report concerns SARL that exclusively or jointly control one or more other companies or that exert significant influence over them.
• Report relating to corporate income tax which only concerns certain large multinational companies operating in Europe.

3- Notice of meeting and information

The partners must be convened by registered letter or by e-mail (under certain conditions) at least 15 days before the meeting is held.

It will also be advisable to convene, when applicable, the auditor as well as the social and economic committee, if the latter has been set up and if the company employs at least 50 employees.

Documents to be attached to the invitation:

• the annual accounts (balance sheet, income statement, appendix);
• the management report (except exemption for small companies),
• the text of the resolutions proposed by the manager or by the partners;
• and, where applicable, the reports of the statutory auditor, the consolidated financial statements and the report on the management of the group.

4- Particularities concerning E.U.R.L.

Only in an EURL of which the sole shareholder is not the manager, these documents are sent by the manager to the sole shareholder at the latest one month before the expiry of the period provided for the approval of the accounts.

III- Holding of the meeting

1- Participation and quorum

The meeting is chaired by the manager or one of the managers. If the manager is not a partner, the present partner owning or representing the largest number of shares will preside. If two partners owning or representing the same number of shares are accepting, the meeting is chaired by the oldest.

Writing an attendance sheet is not mandatory, but the statutes may provide for it. It can be useful, because it makes it possible to justify obtaining a majority.

No quorum is required for holding the ordinary general meeting.

2- Documents to deposit at the office of the meeting (when the meeting of shareholders meets physically)

• a copy of the up-to-date statutes;
• copies of the convening letters and acknowledgments of receipt from the partners and, where applicable, from the auditor;
• where applicable, the attendance sheet signed by the shareholders present and the representatives;
• the powers of the representatives;
• the inventory, the balance sheet, the income statement and the annexes;
• the management report;
• the report on regulated agreements;
• where applicable, the auditor’s report;
• the text of the draft resolutions;
• if necessary, written questions from the partners.

3- Vote

Each shareholder present or regularly represented may, in principle, vote.

In the absence of a statutory clause, the chairman determines, in agreement with the meeting, the method of voting: vote by show of hands, ballot or secret ballot.

The articles of association may allow partners to vote remotely, including for the general meeting to approve the accounts.

Associates must approve, modify or reject accounts by a majority representing more than half of the shares on the first consultation (or by a majority of votes cast, possibly at a second meeting). The approval of the financial statements for a financial year is generally followed by the vote for a discharge given to the manager for the fulfillment of his mandate during the financial year.

Then, the partners decide on the allocation to be given to the results (profits or losses) proposed by the manager.

Apart from the standard agenda, consideration of other matters is often scheduled. It could be:

• setting or reviewing the manager’s remuneration;
• the renewal of the manager’s term of office expiring;
• the appointment of an auditor;
• the approval of a regulated agreement;
• the authorization to be given to the manager to conclude an act;
• etc…

4- Minutes of the meeting

Any deliberation of the shareholders’ meeting is recorded in minute and signed by the manager, the content of which is specified in Article R. 223-24 of the Commercial Code.

The president of meeting may accept or refuse to record in the minutes the observations, protests or particular statements made by certain shareholders when they so request.

The minutes are drawn up in a special numbered and initialed register.

5- Particularities concerning E.U.R.L.

The power to approve the accounts belongs to the sole shareholder. This approval must occur, as for the SARL, within 6 months of the end of the financial year.

Following the approval of the accounts, the partner decides on the allocation of the result; in the event of distributable profits, it allocates dividends, if applicable.

The decisions of the sole shareholder, taken instead of the meeting, must be recorded in a special register: the register of decisions.

Approval of the accounts by deposit at the registry: When the sole shareholder is the sole manager of the company, he has the possibility of depositing in the trade and companies register, within the period of 6 months from the end of the financial year, the inventory and the annual accounts, duly signed. This deposit constitutes approval of the accounts without it being necessary to enter the deposit receipt in the decision register. However, this possibility is not recommended because it has the disadvantage of having to file the inventory, a source of information for third parties.

IV- Formalities after the meeting

1- Filing of annual accounts

SARL must file with the registry of the commercial court within one month of the approval of the accounts, the following documents:

• the annual accounts;
• the proposal for the allocation of the result submitted to the meeting and the voted allocation resolution;
• if applicable, the auditor’s report;
• if applicable, the consolidated financial statements, the group management report and the auditor’s report on the consolidated financial statements.

The filing of accounts can also be done electronically, via the One-stop shop.

2- Confidentiality of social accounts

> Confidentiality of the annual accounts of micro-enterprises

The SARL concerned are those whose figures do not exceed, for the last closed financial year, two of the following three thresholds:

• € 450,000 total balance sheet;
• € 900,000 net turnover;
• 10 employees.

These companies may request that their accounts be kept confidential. In this case, they must attach a declaration of confidentiality to the documents filed with the registry of the commercial court.

> Small business income statement privacy

SARL that belong to the category of small businesses can ask the registry of the commercial court that their income statement not be made public.

The companies concerned are those which do not exceed, for the last closed financial year, two of the following three thresholds:

• € 7.5 million in balance sheet total;
• € 15 million in net sales;
• 50 employees.

Companies wishing to benefit from this option must accompany the filing of the annual accounts with a declaration of confidentiality.

To conclude, we propose below a schedule of the main operations to be considered for the preparation and holding of an annual general meeting in an SARL without an auditor.

V- Schedule of Operations