French Commercial code
In forceWhere the draft plan provides for a change in the capital or the articles of association, the extraordinary general meeting or the shareholders' meeting and, where their approval is required, the special meetings referred to in articles L. 225-99 and L. 228-35-6 or the general meetings of the masses referred to in article L. 228-103 are convened under conditions defined by decree of the Conseil d'Etat. The court may decide that the competent meeting will decide on amendments to the Articles of Association, on first call, by a majority of the votes held by the members or shareholders present or represented, provided that they hold at least half of the shares with voting rights. On second call, the ordinary law provisions relating to quorum and majority shall apply.
If, as a result of losses recorded in the accounting documents, shareholders' equity is less than half the share capital, the meeting is first called to reconstitute this equity up to the amount proposed by the director, which may not be less than half the share capital. It may also be called upon to decide on the reduction and increase of capital in favour of one or more persons who undertake to implement the plan.
Commitments made by shareholders or partners or by new subscribers are subordinated in their performance to acceptance of the plan by the court.
In the event of an increase in the share capital provided for by the draft plan, the partners or shareholders may benefit from compensation up to the amount of their admitted claims and within the limit of the reduction to which they are subject in the draft plan.
