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Extraordinary SARL meeting: notice and documents

AlphaDeep legal editorial team · Drafted with AI assistance · Source check

Informational guide. An independent qualified legal review has not been completed.

A SARL meeting outside annual accounts approval requires its own notice and decision documents. Ordinary rules include delivery at least fifteen days before the meeting and communication of the relevant draft resolutions and reports. Check the delivery method, statutes and proposed decision; a simple invitation is not a substitute for the required document pack.

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Illustrative conversation
Example question

Is an annual-accounts pack enough for another decision?

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No. R223-19 requires resolutions and reports specific to the nonannual meeting. An annual pack may omit the new decision.

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French law

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What you leave withA document and delivery-evidence list specific to a nonannual meeting.

Start with the practical section

Which decision requires the nonannual meeting?

Identify the proposed resolution: business-purpose change, another constitutional amendment or a separate decision. This guide concerns a SARL meeting other than annual account approval. The annual pack does not replace drafts and reports for the new decision.

References : Code de commerce L223-27 · Code de commerce R223-19

Are notice and document communication the same duty?

R223-20 governs notice and agenda. R223-19 covers documents for a nonannual meeting: draft resolutions, managers’ report and the auditor’s report where applicable. Prepare both duties together while keeping them distinct.

Are notice and document communication the same duty?
DutyDocumentOrdinary rule
NoticeLetter and agendaAt least fifteen days before the meeting
InformationApplicable resolutions and reportsSent at least fifteen days before
InspectionSame documents at the registered officeAvailable for the preceding fifteen days

References : Code de commerce R223-20 · Code de commerce R223-19

Which draft resolutions and reports should you prepare?

Write a resolution whose scope is clear without guessing the amendment. Connect it with the managers’ report and current statutes. R223-20 requires a sufficiently clear agenda, apart from miscellaneous matters of minor importance.

  • Precise agenda.
  • Draft resolutions and manager’s report.
  • Auditor report where required.
  • Current statutes and proposed amendments.

References : Code de commerce R223-20 · Code de commerce R223-19

What does a business-purpose amendment example show?

For a fictional purpose amendment, prepare old and proposed wording with reasons in the report. Delivery evidence establishes information, not whether the required majority will be reached. Minutes later record what was actually decided.

Worked example · fictional facts

Fictional example: a SARL prepares a business-purpose change. Notice, draft resolution, report and delivery evidence are separated; quorum and majority are checked independently.

References : Code de commerce R223-20 · Code de commerce R223-19 · Code de commerce L223-30

Which delivery methods must you check for each associate?

Electronic communication follows consent and arrangements in R223-20; an ordinary email does not spontaneously replace required postal delivery. Check each associate separately. The eight-day exception concerns the specified meeting following the sole manager’s death, not every urgent meeting.

References : Code de commerce R223-20

Which voting conditions remain to verify?

L223-30 distinguishes amendment rules, including according to incorporation date and applicable framework. Find the statutes, specific decision, quorum and majority. Also verify whether written consultation or another method is available; convenience alone does not establish permission.

References : Code de commerce L223-27 · Code de commerce L223-30 · Prise de décision dans une SARL · Modifier les statuts de la société

What else should you check?

Is an annual-accounts pack enough for another decision?

No. R223-19 requires resolutions and reports specific to the nonannual meeting. An annual pack may omit the new decision.

Does an ordinary email automatically replace registered delivery?

No. R223-20 provides electronic communication with defined consent and arrangements. Check each associate’s position.

Does the exceptional eight-day rule apply to every meeting?

No. Eight days concerns the specified notice following the sole manager’s death. It is not the ordinary meeting period.

Do voting rules depend on the company's formation date?

Yes. L223-30 distinguishes companies, including by incorporation date and relevant options. A draft resolution does not replace quorum and majority checks.

Is written consultation available in every case?

Check L223-27, the statutes and decision type. A method available for certain decisions is not automatically available for all.

Which sources support this page?

Official texts remain in French. The explanations above describe French law. A source check records a reading date; it is not qualified legal review.

  1. Code de commerce L223-27Source checked : · Version from 2024-09-14
  2. Code de commerce R223-20Source checked : · Version from 2018-04-01
  3. Code de commerce R223-19Source checked : · Version from 2007-03-27
  4. Code de commerce L223-30Source checked : · Version from 2019-07-21
  5. Prise de décision dans une SARLSource checked :
  6. Modifier les statuts de la sociétéSource checked :