1-      New Method for Calculating the Legal Interest Rate Effective January 1st 2015

As of July 1st 2015, two legal interest rates will be established:

– One will be applicable to individuals (not acting for business purposes)

– The other will be applicable to all other cases and thus primarily to companies. It will be based on the refinancing rate for non-financial corporations, updated once every 6 months.

The formula will be given in a decree soon to be published.

Ordonnance n°2014-947  August 20th 2014

 

2-      Reform of the Regulated Agreements’ Regime in Joint Stock Companies

The regulated agreement’s regime has been amended by an ordonnance dated July 31st 2014 which came into force on August 3rd 2014.

The new provisions applicable to Joint Stock Companies (Sociétés Anonymes) and Limited Partnerships (Sociétés en Commandites par Actions) are:

–          Regulated agreements’ regime is no longer applicable to agreements between two companies in the case where one is being directly or indirectly owned 100% by the other.

–          The Board of Directors/Supervisory Board must now give an explanation for its decision to approve the agreement as well as mention its interest for the company.

–          The agreements made and authorized in prior years, which have continued throughout the current year, should be annually reviewed by the Board of Directors/Supervisory Board and communicated to the auditor of the company.

–          The report of the Board of Directors or Management should mention any agreements that do not fall within the regulated agreements’ regime but have significant implications for the company, its subsidiary and their shareholders.

Ordonnance n°2014-843 July 31st 2014

 

3-      Fixing Shares‘ Price in a Share Transfer

In all cases of dispute, where an expert is appointed to fix the shares’ price pursuant to article 1843-3 of the Civil Code, the latter will no longer have the right to set aside the rules fixed by the parties, in the by-laws or conventions, to determine the value of the shares, as was the case until now.

Therefore, it is only in cases where the law directly refers to article 1843-4 of the Civil Code that this may apply.

Benoît LAFOURCADE

Co-Founder, Partner & Solicitor -
International Corporate Law & Litigation

Benoît, Delcade’s co-founder, is a Paris Bar lawyer and UK Solicitor (London).

Advisor for various embassies, working closely with the firm's team, Benoît offers his services to French and foreign companies requiring cross-cutting strategic and legal support in business law.

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