General Meetings are a crucial and integral part of the life of any company once it is registered with the Trade & Companies Register!
This article looks at:
▪ How to sign general meeting minutes electronically
▪ Understanding how Yousign can help you to secure this recurring event.
What are general meeting minutes?
They constitute an exclusive report on the proceedings of the general meeting and must cover:
- The topics addressed
- The outcomes of deliberations/votes held during the general meeting.
There are two types of general meeting:
- Ordinary: these are held at least once per year, scheduled no later than six months after closure of the previous financial year’s annual accounts
- Extraordinary: these meetings are called on request and are not mandatory.
General meeting minutes should be drafted during each company general meeting and in France, they should meet with strict requirements regarding their format.
They therefore follow rules common to the various major companies and special rules that apply to certain companies only (we won’t go into details about these rules here as this is not the purpose of the article).
Specific points regarding the signature of general meeting minutes
Signature of the general meeting minutes, which follows on logically from the drafting of the minutes, must be performed by an authorised person from the company.
Generally speaking, in order to be legally binding, general meeting minutes must be signed by general meeting officials and sometimes by certain other participants.
The articles of association provide the answers on this matter.
Here are a few examples:
👉 For a general meeting of co-owners, it is the meeting chairperson who signs the minutes.
👉 For a limited liability company (SARL), it is the chairperson of the general meeting, the company director(s) and each member of the general meeting with a specific role.
👉 For a public limited company (SA) or a simplified joint-stock company (SAS), it is all the members of the board of directors or the committee, all the scrutineers, the secretary of the meeting or any person with a specific role during the general meeting. Note that the shareholders may also sign and initial the minutes when required to do so.
Digitisation of company minutes and records
It is POSSIBLE to digitise general meeting minutes.
This means that they may:
- be signed electronically using a dedicated solution
- be archived digitally in electronic records
All minutes must be kept in a special record at the company’s head office and must be available freely for consultation by the partners or the competent commercial court for a period of at least six years.
The electronic record shall be saved in conventional manner on computer, with proof of date provided by the time stamp related to the electronic signature.
☝️ ☝️ Key points: it’s possible and encourage to sign general meeting minutes electronically!
⚠ Exceptionally, solely for simplified joint-stock companies (SAS) and simplified single shareholder companies (SASU), simple signature may be used if, and only if, the company’s articles of association allow for this.
Reminder: there are several types of electronic signatures, with different levels of technical complexity and security. The Yousign team wrote a comprehensive article on this topic, directly based on the European eIDAS regulations.
Please also note that initials are often used as an additional guarantee of protection against any challenges to the signature of general meeting minutes.
Yousign solutions: multiple benefits
1️⃣ Simplify administrative management
Electronic signature allows you to digitise, centralise and send automatically all your documents to all of your stakeholders, meaning they can be dealt with immediately.
2️⃣ Save time
You can speed up your processes and respond in real time using electronic signature: you sign and approve minutes directly in just a few clicks from any device because Yousign is a SaaS solution.
3️⃣ Have a signature with real legal value
You get an electronic signature with legal value that complies with the eIDAS EU regulation.
Our customer Appvizer has experienced the solution first-hand...
Appvizer is Europe’s leading media in company digitisation.
A Yousign customer since 2020, Colin Lalouette’s company uses e-signatures for the minutes of meetings, strategic committees, chairman’s reports, financial statements and many more.
As regards the official aspect of these documents, it was absolutely essential for the signature to be supported by factual and technical proof that could attest to the validity of the signature(s):
With the time stamp, I know that I can have complete faith in the electronic signature. It’s not just some kind of lucky charm. There are all the factual elements which, in the event of a legal challenge or dispute, can be recovered. Here again, I think Yousign’s electronic signature solution enables me to keep control over things on a day-to-day basis.”