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27/03/2020

[COVID-19] Ordinances of 25 March 2020: what consequences under corporate law ?

Information current as of the date of publication of this article.


1. Ordinance no. 2020-321 of 25 March 2020 adapting the rules for meetings and deliberations of the assemblies and governing bodies of legal persons and entities without legal personality under private law due to the covid-19 epidemic

In the context of the Covid-19 crisis, the Treasury Department decided to legislate by ordinance to adopt, in particular, measures to “simplify and adapt company law relating to the holding of general meetings”. Adopted by the Council of Ministers on 25 March 2020 and published in the Journal Officiel on 26 March 2020, the ordinance provides in substance for:

  • – the relaxation of the rules for convening shareholders’ meetings and informing shareholders;
  • – the possibility of holding general meetings without the physical presence of shareholders;
  • – the relaxation of the use of videoconferencing and telecommunications for the participation and voting of shareholders without requiring a specific statutory clause;
  • – the possibility for collegial administrative, supervisory or management bodies to meet by telecommunication means, including for the closing of accounts;
  • – the retroactive application of these measures to the meetings of the Board of Directors and the meetings of the administrative, supervisory and management bodies held as from 12 March 2020 and until 31 July 2020, unless this deadline is extended to a later date set by decree and no later than 30 November 2020.

These provisions shall apply to legal persons and entities without legal personality governed by private law, and in particular to civil and commercial companies.

For your information and in order to make it easier for you to read, please find the report of the President of the French Republic on the Ordinance and text of the Ordinance as well as a summary of the measures adopted:

Report to the President of the French Republic on Ordinance No. 2020-321 of 25 March 2020

Ordinance No. 2020-321 of 25 March 2020

National Council of Bars and Law Societies – Ordinance No. 2020-321 of 25 March 2020

2. Ordinance No. 2020-318 of 25 March 2020 adapting the rules relating to the preparation, settlement, audit, review, approval and publication of accounts and other documents and information that legal entities and entities without legal personality under private law are required to file or publish in the context of the covid-19 crisis

This Ordinance, also adopted by the Council of Ministers on 25 March 2020 and published in the Official Journal on 26 March 2020, adapts the rules relating to the preparation, settlement, audit, review, approval and publication of accounts and other documents that legal persons and entities without legal personality under private law are required to file or publish, in particular those relating to deadlines. The Ordinance provides in substance for:

  • – the extension by three months of the deadline for the Management Board to present the annual accounts and, where applicable, the consolidated accounts, together with the related management report, to the Supervisory Board for verification and control purposes. This extension shall not apply to companies which have appointed an auditor where the auditor has issued his report on the accounts before 12 March 2020. These provisions are applicable to companies closing their accounts between 31 December 2019 and the expiry of a period of one month after the date of cessation of the state of health emergency declared by Article 4 of the Law of 23 March 2020;
  • – the extension by three months of the deadlines for approving the accounts of legal persons or entities without legal personality where the accounts have not been approved by 12 March 2020, it being specified that this extension does not apply to legal persons and entities governed by private law which have appointed an auditor where the auditor has issued his report on the accounts before 12 March 2020. These provisions are applicable to legal persons and entities without legal personality under private law closing their accounts between 30 September 2019 and the expiry of a period of one month after the date of cessation of the state of health emergency declared by Article 4 of the Law of 23 March 2020;
  • – the extension by two months of the deadlines imposed on the boards of directors, management boards or managers of companies with 300 or more employees or with net sales of EUR 18 million, to draw up management planning documents. These provisions are applicable to documents relating to the accounts or half-years closed between 30 November 2019 and the expiration of a period of one month after the date of cessation of the state of health emergency declared by Article 4 of the Law of 23 March 2020.

For your information, please find below the report of the President of the French Republic on the Ordinance as well as the text of the Ordinance:

Report to the President of the French Republic on Ordinance No. 2020-318 of 25 March 2020

Ordinance No. 2020-318 of 25 March 2020

3. Decree No.°2020-418 of 10 April 2020

A decree dated 10 April 2020, provides details for meetings held between 12 March 2020 and 31 July 2020. It should be noted that the date of 31 July 2020 may be extended to 30 November 2020 by decree.

For more information : Decree No.°2020-418 of 10 April 2020