Filing a shareholder proposal in France

This country factsheet provides an overview of the key legal and technical processes related to filing a shareholder proposal in France. Seven additional country factsheets are available, covering Australia, Canada, Germany, Japan, South Africa, the UK and the US.

For more information on how to use shareholder proposals to effect positive change at investee companies, read our guide to filing impactful shareholder proposals.

The information on regulatory requirements in this guidance is correct as of 2022.

Overview of key legal and technical processes in France
Key legislation	French Commercial Code (Articles L. 225-105, R. 225-71)
Right to file Can a shareholder propose an issue to be included and voted upon at a general meeting?	Unless the board agrees to put the resolution on the agenda, shareholders must rely on their reserved rights to amend the articles of association, and they must frame their asks carefully. A shareholder proposal must be passed by a vote at an EGM. In France, AGMs and EGMs typically are run together as a combined meeting (herein the ‘AGM’).
Resolution ‘ask’ What power do shareholders have to request a company to take a certain action?	A resolution must be carefully worded to respect the mandatory division of powers set under French law, which dictates that shareholders must not interfere in the board’s powers to set and manage company strategy. Determining whether an ask interferes with strategy, i.e., establishing the boundaries of the strategic remit, can be a grey area.
Threshold requirements What level of shareholding is required to file?	The filing threshold is the sum of (as applicable): 4% of the share capital for the portion below EUR€750,000; 2.5% of the share capital for the portion between EUR€750,000 and EUR€7.5m; 1% of the share capital for the portion between EUR€7.5m and EUR€15m; and 0.5% for the portion of the share capital above EUR€15m.
Ownership period Are there any rules around how long shares must have been held for?	Shareholders must provide a certificate of registration of the corresponding shares both at the date of filing and two working days prior to the AGM. This may be seen as a de facto / indirect share-blocking requirement.
Demonstrating ownership What paperwork must proponents provide to demonstrate their holding?	A certificate of registration of the corresponding shares in a share account, or a custodian statement confirming that the custodian owns the shares on behalf of the co-filing institution.
Filing packet What formal documents are required to submit a proposal and in what form should they be sent?	The proposal documents should be provided in written form (French language, or a French translation). The AGM notice stipulates a postal and electronic address. The following documents should be sent by registered post with acknowledgement of receipt or to all email addresses set out in the AGM notice: Draft resolution A supporting statement Proof of ownership
Key filing dates When must the resolution be received by?	At least 25 days prior to the AGM but no more than 20 days after the AGM notice is issued. The notice (also known as the ‘preliminary notice’) is published in the French Bulletin des Announces Légales Obligatoires (BALO), typically a few weeks before the notice of the general meeting.
Company response How is the company bound to act on receipt of a proposal?	If filed in accordance with legal requirements, the company must acknowledge receipt within five days, include the resolution on the agenda and publish the resolution on its website.
Right to reject or appeal? Can companies reject the proposal and is there a formal appeals process?	If filed in accordance with the legal requirements, the company must acknowledge receipt within five days, add the resolution to the agenda and publish the resolution to the website. The board can reject the resolution if the ask is seen to interfere in the board’s powers to set the strategy of the company. Resolutions can also be challenged as contrary to French law.
Resubmission	No restrictions.
Withdrawal	Possible. Either by agreement with the board, or, as shareholders must submit proof of ownership two working days before the AGM, they can choose to not submit this, therefore the resolution will be removed from the AGM agenda.
Representation Is the filer of a shareholder resolution proposal required to attend the AGM?	No.
Voting thresholds What is the voting threshold required for the resolution to pass?	Two thirds of the vote cast by the shareholders present or represented is needed to pass an EGM resolution to amend the articles of association. ^[1]
Useful resources	ANSA (2021), Reminder of the rules applicable to the inclusion of items or draft resolutions in the agenda [translated] ClientEarth (2021), Know your rights Thomas Reuters Practical Law (2021), Shareholders’ rights in private and public companies in France: overview

Overview of key legal and technical processes in France

Key legislation

French Commercial Code (Articles L. 225-105, R. 225-71)

Right to file

Can a shareholder propose an issue to be included and voted upon at a general meeting?

Unless the board agrees to put the resolution on the agenda, shareholders must rely on their reserved rights to amend the articles of association, and they must frame their asks carefully.

A shareholder proposal must be passed by a vote at an EGM. In France, AGMs and EGMs typically are run together as a combined meeting (herein the ‘AGM’).

Resolution ‘ask’

What power do shareholders have to request a company to take a certain action?

A resolution must be carefully worded to respect the mandatory division of powers set under French law, which dictates that shareholders must not interfere in the board’s powers to set and manage company strategy. Determining whether an ask interferes with strategy, i.e., establishing the boundaries of the strategic remit, can be a grey area.

Threshold requirements

What level of shareholding is required to file?

The filing threshold is the sum of (as applicable):

4% of the share capital for the portion below EUR€750,000;
2.5% of the share capital for the portion between EUR€750,000 and EUR€7.5m;
1% of the share capital for the portion between EUR€7.5m and EUR€15m; and
0.5% for the portion of the share capital above EUR€15m.

Ownership period

Are there any rules around how long shares must have been held for?

Shareholders must provide a certificate of registration of the corresponding shares both at the date of filing and two working days prior to the AGM. This may be seen as a de facto / indirect share-blocking requirement.

Demonstrating ownership

What paperwork must proponents provide to demonstrate their holding?

A certificate of registration of the corresponding shares in a share account, or a custodian statement confirming that the custodian owns the shares on behalf of the co-filing institution.

Filing packet

What formal documents are required to submit a proposal and in what form should they be sent?

The proposal documents should be provided in written form (French language, or a French translation).

The AGM notice stipulates a postal and electronic address.

The following documents should be sent by registered post with acknowledgement of receipt or to all email addresses set out in the AGM notice:

Draft resolution
A supporting statement
Proof of ownership

Key filing dates

When must the resolution be received by?

At least 25 days prior to the AGM but no more than 20 days after the AGM notice is issued.

The notice (also known as the ‘preliminary notice’) is published in the French Bulletin des Announces Légales Obligatoires (BALO), typically a few weeks before the notice of the general meeting.

Company response

How is the company bound to act on receipt of a proposal?

If filed in accordance with legal requirements, the company must acknowledge receipt within five days, include the resolution on the agenda and publish the resolution on its website.

Right to reject or appeal?

Can companies reject the proposal and is there a formal appeals process?

If filed in accordance with the legal requirements, the company must acknowledge receipt within five days, add the resolution to the agenda and publish the resolution to the website.

The board can reject the resolution if the ask is seen to interfere in the board’s powers to set the strategy of the company. Resolutions can also be challenged as contrary to French law.

Resubmission

No restrictions.

Withdrawal

Possible. Either by agreement with the board, or, as shareholders must submit proof of ownership two working days before the AGM, they can choose to not submit this, therefore the resolution will be removed from the AGM agenda.

Representation

Is the filer of a shareholder resolution proposal required to attend the AGM?

No.

Voting thresholds

What is the voting threshold required for the resolution to pass?

Two thirds of the vote cast by the shareholders present or represented is needed to pass an EGM resolution to amend the articles of association. ^[1]

Useful resources

ANSA (2021), Reminder of the rules applicable to the inclusion of items or draft resolutions in the agenda [translated]

ClientEarth (2021), Know your rights

Thomas Reuters Practical Law (2021), Shareholders’ rights in private and public companies in France: overview