Shareholders' general meeting of a limited liability company (SARL)

This page was last modified on 27-10-2016

The general meeting is the organ that brings together all the partners of a legal person.

Who is concerned

The power to call a general meeting is in the hands of the business managers, or failing this, the supervisory board, or failing this, the shareholders representing more than half of the company capital.

How to proceed

General meeting or consultation

SARL of less than 60 partners - consultation

Holding general meetings is not compulsory for SARLs with fewer than 60 partners. In this case, the partners are invited to send in their votes in writing, after receiving the document with the resolutions or decisions to be taken.

SARL of more than 60 partners – general meeting

SARLs with more than 60 partners are required to take decisions in general meetings and to hold at least one annual general meeting at the time stipulated in the articles of association.

The partners approve the balance sheet and the profit and loss accounts and take a special vote on discharging the management and, where appropriate, the internal auditors. They also appoint or dismiss business managers and internal auditors.

The business manager convenes the partners by post (generally by registered mail) at least 8 days before the meeting.

Second call or consultation

In the case of an insufficient quorum of attendance (partners representing more than 1/2 of the company capital) during the first meeting or consultation, a second call or consultation will take place by registered mail.

Validity of decisions

General meetings and consultations

Any partner can take part in the deliberations with a number of votes equal to the number of shares in his possession:

  • the decisions taken during an ordinary general meeting or consultation are only valid if approved by the partners representing more than 1/2 of the company capital;
  • decisions taken during a second meeting or consultation are taken by the majority of votes cast, whatever portion of the capital is represented;
  • unless there are more restrictive provisions in the articles of association, decisions to amend the articles of association can only be taken with the approval of a majority of the partners representing at least ¾ of the company capital.

However, an increase of one or more partners' holdings in the company is only possible by unanimous decision of all the partners.

Resolutions of a single partner

The single partner alone exercises all the powers conferred to the general meeting.

The resolutions of a single partner are put down in writing or recorded in the minutes.