As the decision-making body of the company, the general meeting brings together the company's shareholders to debate the issues on the agenda.

It is during these meetings that decisions concerning the day-to-day management of the company (ordinary general meeting) or major decisions that are decisive for the future of the company (extraordinary general meeting) are taken.

If the law had already provided for several years the possibility of digitizing governance processes, the digital transition has been considerably accelerated by the health crisis. Digital technology has indeed imposed itself as an obvious solution to counter the ban on physical gatherings and thus maintain the governance of the company.

From the sending of notices, the holding of deliberations, the voting of resolutions to the drafting of minutes, you can organize your general meetings in a completely dematerialized way.

Zoom in on the digital organization of your AGMs and its advantages!

Digitization of general meetings: what does the law say?

The digitalization of company governance processes had been initiated by the legislator before the Covid-19 epidemic. Indeed, the legislation already allowed for meetings to be held by video conference, or even for electronic written consultations. However, few companies had adapted their processes and their statutes.

The health context forced companies to modify their rules relating to the holding of general meetings. In this spirit, the legislator has relaxed the conditions for holding digitized AGMs. By an order n°2020-321 of March 25, 2020 and its application decree n°2020-418 of April 10, 2020, it indeed adapted the rules for meeting and deliberation of the assemblies and the governing bodies of companies.

The decree n°2020-1614 of December 18, 2020 extended the application of the decree of April 10, 2020 until April 1, 2021 and at the latest until July 31, 2021. However, it is strongly believed that these provisions will integrate into the common law of companies in order to adapt it to the current governance modes of companies.

How does a digital general meeting take place?

In accordance with the Commercial Code, companies are obliged to organize at least one general meeting per year in order to approve the accounts and decide on the allocation of the result. If previously the practice imposed the physical presence of shareholders, the trend is now towards the digitized holding of AGMs.

Shareholders' Convening

Before the Covid ordinance, SAS companies already had the possibility to convene shareholders electronically if this was specifically provided for in the statutes. As for the SA, article R225-63 paragraph 1 of the Commercial Code provides that the company can transmit the invitation by email, instead of postal mail, provided that it has submitted a proposal to this effect to the shareholders and has obtained their agreement, by post or electronically.

The ordinance of March 25, 2020, and its implementing decree strengthen and simplify the existing provisions regarding AG invitations. Indeed, article 4 of the ordinance states that shareholders "are informed by any means ensuring their effective information about the date and time of the meeting as well as the conditions under which all the rights attached to their quality can be exercised (...)".

Article 5 of the same ordinance specifies that no nullity of the meeting is incurred solely because an invitation could not be made by post.

Finally, article 3 adds that the communication of a document or information to a member of the assembly, prior to the holding of it, can be carried out by email.

Holding of the AG

Like the invitation, SAS shareholders could already hold their AG in a digitalized way provided that the statutes provide for it. In addition, and since 2017, the statutes of SA can provide that extraordinary and ordinary AGs are held exclusively by videoconference or by means of communication allowing the identification of shareholders (article L225-103-1 of the Commercial Code).

The Covid-19 ordinance takes up these provisions and provides that the competent body may convene shareholders in a general meeting and decide that it is held without the latter being physically present or by telephone or audiovisual conference.

The ordinance simplifies the conditions for holding AGs and only imposes the implementation of adequate technical means to allow shareholders to participate. Indeed, article 5 II specifies that the means used to hold the digital assembly must:

• Enable the identification of shareholders;
• Transmit at least the voice of the participants;
• Allow the continuous and simultaneous retransmission of the debates.

Shareholders' Voting

After the deliberations, the shareholders are required to vote on the resolutions. This vote can be carried out in two ways:

• Electronic voting on a dedicated website;
• Transmission of a voting form by correspondence via email.

In the same way as for the invitation and holding of AGs, electronic voting predates the Covid-19 ordinance. Indeed, article R225-61 of the Commercial Code, in force since 2007, provides that the SA "whose statutes allow shareholders to vote in meetings by electronic means of communication arrange a site exclusively dedicated to these ends."

Since the ordinance of March 25, 2020, joint-stock companies can use these voting methods without the need for an express statutory clause to provide for it. However, the conditions provided for by the texts in force remain applicable, such as the requirement for a dedicated site.

Minutes of Deliberations

Finally, since the decree n°2019-1118 of October 31, 2019, joint stock companies have the option to establish minutes of deliberations digitally. The Covid ordinance includes this provision and requires that the minutes note that the meeting is held without its members being physically present or that it is held by telephone or video conference.

In addition to this specific mention, digital minutes contain the same information as a paper minutes:

• Date and place of the General Assembly (AG);
• Mode of convocation;
• Agenda;
• Composition of the assembly bureau;
• Quorum;
• Results of deliberations and votes.

Furthermore, the minutes must be dated and digitally signed by a time-stamping method guaranteeing their probative value.

All minutes are kept on a register of AG decisions, which is itself digital.

What are the advantages of digitizing general assemblies?

While for many companies, the choice to go digital for the organization and holding of AGs was motivated by a need to offset the ban on physical meetings, the clear advantages of digital are attracting more and more companies.

A Time Saver

The digitization of general assemblies represents a considerable time saving for joint stock companies. Indeed, all repetitive and time-consuming administrative tasks are now automated.

The sending of invitations is simplified and instantaneous. In a few clicks, the shareholder receives his invitation with all the necessary and mandatory mentions. Moreover, holding the AG by video conference allows all shareholders to attend the meeting, no matter where they are. They no longer need to travel to the corporate headquarters to be present at the meeting. Finally, the minutes are automatically generated, dated and signed, and contain all the mentions required by law.

The simplification of tasks related to the organization of AGs thus allows the company to improve its internal productivity and stimulate its growth.

An Economic and Ecological Solution

Digital allows the company to make significant financial savings. Indeed, all documents are generated digitally and stored on a digital medium. The company thus reduces its paper consumption and decreases its expenses related to administrative formalities. The saved amounts can then be allocated to more essential activities.

Moreover, digital allows the company to significantly reduce consumable supplies and thus adopt an eco-responsible policy.

Optimized and Secure Internal Management

All data generated during a general meeting are stored on a highly secure digital medium to ensure their integrity. This storage system thus helps to fight against the risks of loss, deterioration, or falsification of documents.

Moreover, the accumulation of papers is a hindrance to good company governance. Centralization of documents thus allows us to free ourselves from administrative constraints and to free up space within the company's premises, allowing it to optimize its internal management.

Finally, the use of a digital solution facilitates exchanges between the players in the company and promotes their collaboration. Indeed, shareholders have their own personal space where they can consult the organization of the general meeting in real time. All employees have simultaneous access to the documents. Optimal collaboration thus allows for more efficient management of the general meetings.

As a trusted partner of companies, the Equify team supports you in your digital transformation.