Orders 2020-321 and 2020-318 of March 25, 2020 adapt the rules for deliberation for the approval of the 2020 financial statements (Orders 2020-318 of March 25, 2020; Orders 2020-321 of March 25, 2020).
In principle, companies must have their annual financial statements approved within six months of the end of the fiscal year.
At the time of Covid-19, they have the choice between using alternative measures (conference call, videoconference, written consultation) or postponing the holding of the meeting.
Holding the meeting without bringing together the partners
Several solutions are available to the manager to organize the meeting: sending a proxy, remote voting or, if the author of the convocation decides so, videoconferencing or use of telecommunication means.
The members of the meeting and other persons entitled to attend must be notified of this decision by any means that ensures that they are effectively informed, at least three working days before the date of the meeting, and of the conditions under which they will be able to exercise all the rights attached to their capacity (art. 4, para. 3).
The use of a telephone or audio-visual conference call allowing the identification of meeting participants is possible, even in the absence of a clause in the bylaws authorizing it.
The same applies to written consultation if the company is authorized by law to use this method of consultation (SARL in particular).
Postponing the meeting
The deadline imposed by the texts for holding the meeting to approve the accounts (within six months of the end of the financial year) is extended by three months.
A commercial company whose financial year coincides with the calendar year thus has until September 30, 2020 (instead of June 30) to have its 2019 annual financial statements approved by the meeting.
These measures are not mandatory, but except in family-owned companies with family members living in the same household, the manager who takes the decision to hold a meeting in person runs the risk of the partners being sanctioned for violating the prohibition on sanctions.