Reminder: ALL SCIs are required to hold general meetings and submit their accounts.

10 July 2018

In civil society matters, only the annual general meeting has a legal value. Its purpose is to present the company accounts of the SCI, and to rule on all questions relating to its social life. However, you should be aware that the partners may be consulted by means other than the general meeting. Therefore, if the statutes provide for an ordinary general meeting, at least once a year, it must respect very precise rules.

The case of family SCI,

Even if all the shareholders of a real estate company belong to the same family, general meetings must be held and accounting documents sent to all its members.

A real estate civil company, whatever the links between its members, must function effectively. If this is not the case, the Court of Cassation judges that the appointment of a director may be pronounced. It is not possible, in the Court’s view, to invoke family or matrimonial ties to justify non-compliance with the strict rules imposed by law. The meetings must be held, the accounting documents communicated and the members of the SCI must not lose interest in its functioning.

An interim manager can, therefore, be appointed if this is not the case, even if the SCI is not threatened with imminent peril, adds the Court of Cassation.

In case of conflict between spouses

In this case, it was a SCI created between spouses for the acquisition and management of a property. Difficulties had arisen at the time of the divorce. The wife claimed that she had never had access to any information and the husband replied that she had always disinterested in it, which had led her to manage it alone. He had considered it unnecessary to convene a general meeting or to communicate the accounts but pointed out that the company operated very well and was not threatened.

These reasons do not justify the wife’s lack of information, the judges ruled. The law allows “any partner” to participate in decisions and to obtain accounts at least once a year. Consequently, they ordered the examination of the accounts of many previous years by an expert, in order to be able to determine what was due to one or the other of the partners.

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