Fewer Meetings, More Decisions: The Act of Unanimous Decisions at the service of entrepreneurs

The act of unanimous decisions is a powerful tool for startup and SME managers who want to decide quickly, without red tape. By adopting a decision in writing and with the consent of all partners or shareholders, you can validate key decisions without going through a formal meeting.

• Advantages:
  • This device makes it possible to:
    • Save time by making quick decisions (allocation of results, statutory changes, capital increase, etc.).
    • Lighten formalities: no more summons and minutes, an act signed by everyone is enough.
      

• In what types of companies:

This system is mainly accessible to companies offering a certain flexibility in their governance, namely mainly SAS but also SARL and SCI.

• Special case of SAS:

SAS is the model par excellence for the use of unanimous decisions. This company is characterized by a great deal of statutory freedom: the partners can decide on governance arrangements and adopt important decisions without necessarily calling a meeting.

The Commercial Code explicitly authorizes the SAS to take decisions by unanimous consent: increase, amortization or reduction of capital, merger, division, dissolution, transformation into a company of another form, appointment of auditors, approval of annual accounts.

Please note, however, that the statutes of a SAS can only be amended by a unanimous decision if this has been provided for in the said statutes. Otherwise, you will have to use an AGE.

• In LLCs:

By default, the statutes of a company like the SARL do not provide for replacing decision-making during an annual general meeting with a unanimous act. -> it is therefore necessary to check the articles of association or modify them if necessary to allow this possibility.

In addition, certain decisions can only be taken at a general meeting (no statutory derogation is possible): validation of annual accounts, convening of an AGM requested by the majority partners, issue of bonds, increase or decrease in the capital provided for the implementation of a safeguard or recovery plan.

• In SCI:

SCIs, by nature, benefit from a certain flexibility in their operation. In the absence of strict rules imposed by the Commercial Code, unanimous decision-making outside meetings is often used for current decisions.

• In the SA:

As SAs are heavy governance structures, with rules of transparency and shareholder protection, they do not benefit from the same flexibility as SAS or SARL for unanimous decisions.

Recourse to unanimous decisions outside meetings will finally be possible only in very closed SA, or those with a very small number of shareholders (as in a family SA).

• Under what conditions:
  • This goes without saying, but a unanimous decision requires the agreement (and therefore the presence) of all the partners (unlike a decision in a general meeting which can be taken in action) must be written in a clear manner, and must ensure compliance with legal requirements (such as publication if necessary).

• Benefit from tailor-made support
  

With legal support, each step is secure, and you avoid the risks of invalidation and questioning of your decisions.

By opting for a legal subscription, you benefit from continuous assistance to validate and formalize all your strategic decisions.

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