Basic rights of the partners

The right to vote

Any person who holds shares in a company has a voting right attached to those shares.

In the SARL, the rule is that a partner has as many votes as shares; the rule of proportional distribution in proportion to the capital held is applied.

The right to vote is an individual prerogative of the partner, but this right is not absolute.

The right to information

This right includes :


- the right to communicate company documents with the possibility of being assisted by an expert;


- the right to communicate documents on the occasion of GAs or written consultations;


- the management report, the annual accounts and the inventory drawn up by the manager (and by the sole shareholder if he/she is the manager), which will then be approved by the shareholders at the annual AGM ruling on the company accounts and the allocation of results.


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CASE OF THE EURL: the sole shareholder must approve these documents, thus allowing him to control the manager if he is a third party.

If the sole shareholder is a manager, he must draw them up, as this enables him to prove the company's decisions and that he does not confuse his personal assets with those of the company.

However, the procedure for approving the accounts has been simplified: when the sole shareholder is the manager, the procedure for approving the accounts is unnecessary: the filing of the management report, the inventory and the annual accounts, duly signed, with the RCS within 6 months of the end of the financial year is equivalent to approval of the accounts.

The conditions for approving the accounts of EURLs have again been simplified: from now on, the sole partner manager is exempt from having to enter the receipt for the deposit of accounting documents at the registry in the register of decisions. In addition, the obligation to file the management report with the registry has been removed. From now on, the mere filing of the inventory and the annual accounts is equivalent to approval of the accounts.

However, the preparation of the management report remains mandatory. Any interested party who asks to consult it at the registered office must be given access to it.

The partners may, at least twice a financial year, put written questions to the manager on any fact likely to jeopardise the continuity of the business.

The partner may also request a management report.

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