SA A WORKER PARTICIPATION
LexInter | October 27, 2018 | 0 Comments

SA A WORKER PARTICIPATION

COMMERCIAL CODE (Legislative Part)
Section 9: Public limited companies with worker participation

Article L225-258

It may be stipulated in the statutes of any public limited company that the company is “with worker participation”.
Companies whose articles of association do not contain this stipulation may be transformed into companies with employee participation, by proceeding in accordance with article L. 225-96.
Workers’ participation companies are subject, independently of the general rules applicable to public limited companies, to the provisions of this section.

Article L225-259

If the company uses the option of issuing work shares, this circumstance must be mentioned on all its acts and documents intended for third parties by adding the words “with worker participation”.

Article L225-260

The shares of the company are made up of:
1 ° Shares or cuts of capital shares;
2 ° Actions called “work actions”.

Article L225-261

The work shares are the collective property of the salaried staff (workers and employees), constituted as a cooperative labor company. This labor company includes necessarily and exclusively all employees linked to the company for at least one year and over eighteen years of age. The loss of salaried employment deprives the participant, without compensation, of all his rights in the workforce cooperative. The liquidation of the rights which were acquired in the company by the interested party prior to his departure, during the last fiscal year, is made taking into account the time spent by him during this fiscal year, and the provisions of article L 225-269.
When a company is set up, from its start, in the form of a public limited company with worker participation, the articles of association of the public limited company must provide for the setting aside, until the end of the year, of the work shares allocated to the collective of employees. At the end of this period, the shares are returned to the legally constituted labor cooperative.
The dividends allocated to the workers and employees belonging to the workers ‘cooperative are distributed among them in accordance with the rules set by the statutes of the workers’ society and the decisions of its general assemblies. However, the articles of association of the public limited company must provide that, prior to any distribution of dividends, a sum corresponding to that which would produce, to the interest that they fix, the paid-up capital.
Under no circumstances can the work shares be allocated individually to the employees of the company, members of the workforce cooperative.

Article L225-262

The work shares are registered, registered in the name of the cooperative workforce, inalienable for the entire duration of the worker participation company.

Article L225-263

The participants in the workforce cooperative are represented at the general meetings of the joint-stock company by representatives elected by these participants, who meet in the general meeting of the cooperative.
The elected representatives must be chosen from among the participants. Their number is fixed by the statutes of the public limited company.
The number of votes held by these representatives, at each general meeting of the public limited company, is established according to the number of votes held by the other shareholders present or represented, respecting the proportion between the working shares and the capital shares. resulting from the application of the company’s articles of association. It is determined at the start of each meeting according to the indications on the attendance sheet.
The representatives present also share among themselves the votes which are thus allocated to them, the older ones benefiting from the remaining votes.
The general assembly of the workforce cooperative is held each year within a time limit set by the articles of association and, in the absence of statutory provisions, within four months after the meeting of the general assembly of the public limited company. .

Article L225-264

Each participant has one vote at the general assembly of the labor cooperative.
The articles of association may however grant several votes to the participants, depending on the amount of their salary, within the limit of a maximum figure equal to as many votes as the annual salary of the person concerned, established on the accounts closed at the end of the year. The previous financial year, includes times the figure for the lowest salary awarded by the company to employees over the age of eighteen.
The statutes may provide that the participants are distributed by colleges, each grouping a category of staff, each college electing its representative (s) and that the agreement of each college, with majorities specified in the statutes, is necessary for the modification of the statutes of the cooperative and other decisions listed in the statutes.

Article L225-265

The general meeting of the workforce cooperative can only validly deliberate if, upon first convocation, at least two-thirds of the cooperative’s participants are present or represented. The articles of association set the quorum required for the meeting convened on a second convocation. In the absence of statutory provisions, this quorum is half of the participants of the cooperative, present or represented.
The general meeting rules by a majority of the votes cast. In the event that a ballot is taken, blank ballots are not taken into account.
However, for the modification of the statutes of the cooperative and for other decisions enumerated by the statutes, the quorum cannot be less than half of the participants of the cooperative. In addition, these same decisions are taken by a two-thirds majority of the votes cast. In the event that a ballot is taken, blank ballots are not taken into account.

Article L225-266

In the event of legal action, the representatives elected at the last general meeting designate one or more of them to represent the participants. If no election has yet been made, or if none of the elected representatives is part of the workforce cooperative, the election of special representatives under the forms and conditions provided for in the first paragraph of l Article L. 225-263 and Articles L. 225-264 and L. 225-265.

Article L225-267

However, the general meetings of public limited companies with worker participation deliberating on changes to be made to the articles of association or on proposals for the continuation of the company beyond the term fixed for its duration or for dissolution before this term are not regularly constituted and cannot validly deliberate as long as they include a number of shareholders representing three quarters of the capital shares. It may be decided otherwise by the statutes.
In the event that a decision of the general meeting involves a modification in the rights attached to the work shares, this decision is only final.

Article L225-268

The board of directors of the public limited company with worker participation includes one or more representatives of the cooperative workforce. These representatives are elected by the general meeting of shareholders and chosen from among the representatives who represent the cooperative at this general meeting. The number is fixed by the relation which exists between the actions of labor and the actions of capital. They are appointed for the same time as the other directors and, like them, are eligible for re-election. However, their mandate ends if they cease to be employees of the company and, consequently, members of the company. If the board of directors consists of only three members,

Article L225-269

In the event of dissolution, the company’s assets are not distributed among the shareholders until the full amortization of the capital shares.
The representative part of the work actions, in accordance with the decisions taken by the general assembly of the workers’ cooperative convened for this purpose, is then distributed among the participants and former participants with at least ten years of consecutive service in the company’s establishments, or at least a period of uninterrupted service equal to half of the duration of the company, and having left the company for one of the following reasons: voluntary or automatic retirement with the right to pension, illness or invalidity resulting in unfitness for the job previously held, dismissal motivated by job suppression or staff reduction.
However, the former participants fulfilling the conditions provided for in the preceding paragraph appear in the distribution only for a part corresponding to the duration of their service reduced by one tenth of its total amount per year elapsed since the termination of their services.
The dissolution of the public limited company brings about the dissolution of the labor cooperative.

Article L225-270

I. – When a public limited company with worker participation finds itself in the situation referred to in Article L. 225-248, and its dissolution is not pronounced, the extraordinary general meeting may decide, within the time limit fixed in the second paragraph of the same article, a modification of the statutes of the company resulting in the loss of the form of public limited company with worker participation and, by the same, the dissolution of the cooperative workforce, notwithstanding the provisions of the second paragraph of Article L. 225-267 and any contrary statutory provision.
However, the implementation of this decision is subject to the existence of a collective company agreement concluded with one or more trade union organizations of representative employees within the meaning of Article L. 132-2 of the Labor Code and providing for the dissolution of the cooperative workforce. The existence of a collective company agreement, including the same object and concluded under the same conditions, prior to the entry into force of Law No. 94-679 of August 8, 1994 on various provisions of an economic nature and financial, meets the provisions of this paragraph.
II. – If the cooperative workforce is dissolved in application of the provisions of I above, the participants and former participants mentioned in the second paragraph of article L. 225-269 are awarded compensation.
The amount of this compensation, determined by taking into account in particular the nature and the specific scope of the rights attached to the work shares, is set by the extraordinary general meeting of shareholders of the public limited company, after consultation with the representatives of the cooperative company of labor force and on the basis of the report of an independent expert appointed in accordance with the procedures provided for by decree of the Council of State.
III. – By decision of the extraordinary general meeting of shareholders of the public limited company, compensation may take the form of an allocation of shares for the exclusive benefit of the participants and former participants mentioned in the second paragraph of article L. 225- 269.
These shares can be created by drawing on the available premiums and reserves. By way of derogation from the provisions of Article L. 225-206, the public limited company may also acquire its own shares in order to allocate them, within a period of one year from their acquisition, to the participants and former participants mentioned in the second paragraph. of article L. 225-269.
The shares thus allocated may not be transferred until the expiration of a period of three years from the date of the dissolution of the cooperative workforce.
   Notwithstanding the provisions of the previous paragraph, the extraordinary general meeting of shareholders of the public limited company may decide to entrust the management of these shares to a company mutual fund, governed by the provisions of article 21 of the Law n ° 88-1201 of 23 December 1988 relating to undertakings for collective investment in transferable securities and establishing collective debt funds, specially and exclusively constituted for this purpose at the latest on the day of the allocation of the shares. In this case, the units of the fund and the shares which constitute its assets may not be transferred until the expiry of the period mentioned in the previous paragraph. The regulation of this fund is approved by
IV. – For the application of the provisions provided for in this article, the decisions taken by the general meeting of shareholders of the public limited company are automatically binding on any shareholder and any bearer or holder of bond securities or giving immediately or to term access to capital.
V. – The compensation referred to in II is distributed among the beneficiaries, taking into account the length of their service in the company, the length of service acquired in the workforce cooperative and their level of remuneration.
After dissolution of the cooperative workforce, and within six months after deliberation of the extraordinary general meeting of shareholders of the public limited company fixing the amount and form of the compensation, this distribution is made in accordance with decisions taken by the general assembly of the cooperative society on the proposal of its representatives. In the absence of distribution within this six-month period, it is carried out by a liquidator representative appointed by the president of the commercial court within the jurisdiction of the company’s registered office.
The provisions of the third paragraph of article L. 225-269 are applicable in the case referred to in this V.
VI. – The compensation referred to in II or, where applicable, the value of the shares allocated in this respect do not have the character of salary items for the application of labor and social security legislation. They are not used for the calculation of the base of all taxes, duties and deductions based on salaries or income, subject to the provisions of article 94A of the general tax code.

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