Fax and the general meeting: convening and voting

Short answer: a fax can be used to convene a general meeting and to send a proxy or a remote vote, but only if the articles of association do not rule it out and if the statutory notice period is respected to the day. For a French SARL, Article R. 223-20 of the Commercial Code requires notice to be given at least fifteen days before the meeting, by registered letter or — since the 2019 reform — electronically, subject to the shareholder's prior consent. For a public limited company (société anonyme), the period is fifteen days for the first notice (R. 225-69) and twenty-one days where notice is published in a legal gazette for listed companies. In a SAS, everything depends on the articles of association: they are sovereign, and many expressly allow "any written means of communication". The costliest mistake is not using a fax: it is being unable to prove on what date the notice was sent, because a late or unproven notice opens the door to an action to have the resolutions declared void.

Why the notice of meeting is a general meeting's weak point

A general meeting is rarely challenged on the substance. It is challenged on the form — and almost always on the same point: whether notice was properly given. A minority shareholder seeking to overturn a capital increase, the removal of a managing director or the approval of the accounts starts by checking three things: was notice given to them, was it given within the required period, and did the agenda actually mention the resolution that was voted on?

Article L. 223-27 of the Commercial Code, which applies to SARLs, is explicit: a meeting convened irregularly may be declared void, unless all the shareholders were present or represented. For public limited companies, Article L. 225-104 likewise provides that resolutions adopted by an improperly convened meeting are void, with one important qualification: the action is inadmissible where all the shareholders were present or represented.

In other words, the risk is not theoretical. It materialises months later, when a decision is challenged before the commercial court and the director has to produce proof that something was sent on the 12th for a meeting held on the 28th. That is precisely the moment when the choice of channel becomes decisive.

What the law allows, company type by company type

SARL: the registered letter remains the rule

For SARLs, Article R. 223-20 of the Commercial Code requires notice to be given by registered letter sent at least fifteen days before the meeting. Decree no. 2019-1118 opened up the electronic route, but under a strict condition: the shareholder must have given prior consent and provided an email address. A fax sent without that consent therefore does not replace the registered letter in a standard SARL.

In practice, the fax plays a complementary and perfectly useful role here: it duplicates the registered letter to save time, it transmits the supporting documents (annual accounts, management report, text of the resolutions) that the shareholder must be able to review, and it serves as a fallback channel when a shareholder cannot be reached by post. The evidential value of the transmission report then corroborates the postal mailing — we explore this body-of-evidence mechanism in our article on the evidential value of a fax before a judge.

SAS: the articles of association are the law

In a simplified joint-stock company (SAS), Article L. 227-9 refers to the articles of association for the arrangements governing shareholder consultation. This is the most flexible corporate form, and also the one in which the fax is most often accepted. A common clause provides that shareholders are consulted "by any written means of communication, in particular ordinary letter, registered letter, fax or email".

If your articles contain that wording, the fax is fully valid. If they refer only to the registered letter, it is not — and no practice, however long-standing, can cure a breach of the formalities set out in the articles. Reread the clause on collective decisions before each notice of meeting: ten minutes of reading can prevent a nullity.

SA: firm deadlines and stricter formalities

For unlisted public limited companies, registered shareholders are convened by ordinary or registered letter at least fifteen days before the date of the meeting for the first notice, and six days for any subsequent notice (Article R. 225-69). Since 2010, Article R. 225-63 has allowed notice to be given by electronic means of communication, provided the shareholder has given written consent at least twenty days beforehand. Under the most widely held doctrinal analyses, the fax falls within that category, but prudence dictates that it should never be used on its own here.

Associations and property management companies: different regimes

For associations, everything depends on the articles of association and the internal rules; we cover the filing of association paperwork in a dedicated article on associations. For jointly owned buildings, notice of the general meeting is governed by the Decree of 17 March 1967 and a twenty-one-day period, with an exhaustive list of permitted channels — this is covered in our article on the managing agent and jointly owned property.

The three uses where the fax really is unbeatable

1. The last-minute proxy

A shareholder travelling, a general meeting at 9 a.m. the next day, a proxy to sign: the fax remains the simplest channel for circulating a signed power of representation. The shareholder receives the form, signs it by hand and sends it back by fax. The chair of the meeting has a signed document, time-stamped by the transmission report, that can be used immediately.

One caveat, however: the validity of a proxy sent by fax again depends on the articles of association and the meeting's rules of procedure. Many companies require the original for the most sensitive votes (amendment of the articles, approval of a share transfer). The safe practice is to accept the fax for the purposes of holding the meeting and to request the original in the days that follow, attaching it to the register.

For these repeated exchanges, a small portable sheet-fed document scanner on the desk is a game changer: it scans a double-sided proxy in a few seconds, without having to power up a whole multifunction machine.

2. The postal vote

Public limited companies use the postal voting form, governed by Articles R. 225-76 et seq. The text requires receipt at least three days before the meeting, unless the articles provide for a shorter period. The fax makes it possible to meet that deadline when the post no longer can, and the transmission report documents the exact time of receipt — something an ordinary letter never provides.

3. Sending the preparatory documents

Shareholders' right to information is a substantive right. In a SARL, Article L. 223-26 requires the annual accounts, the management report and the text of the resolutions to be sent fifteen days before the meeting. A shareholder who has received nothing can seek to have the meeting declared void. The fax makes it possible to send a complete set of documents in a single operation and to obtain, for each transmission, a technical acknowledgement naming the recipient.

This is also one of the rare cases where dozens of pages are still faxed. At those volumes, heavier-weight fax paper reduces jams on older machines, and a heavy-duty office stapler prevents two sets of documents from getting mixed up during preparation.

The reverse timetable for a clean general meeting

A general meeting is prepared backwards, starting from the date of the meeting. Here is a reverse schedule that holds up in every scenario.

The point to watch is how the period is calculated. The fifteen days run in principle from the date of sending rather than the date of receipt, and the day of the meeting does not count. If in doubt, add two days of margin: no judge has ever annulled a resolution for excessive diligence.

A general meeting register with numbered pages remains the reference tool for recording minutes: it sets out the chronology and makes any later insertion visible, which is far better than a ring binder.

Proving dispatch: what a transmission report is worth

A fax transmission report — whether from a machine or an online service — states the number called, the date, the time, the duration, the number of pages and the status of the call. It is a document in electronic form within the meaning of Articles 1366 and 1367 of the Civil Code, assessed at the sole discretion of the trial judge.

What it establishes: that a call was successfully connected to a specific number, at a specific moment, and that a certain number of pages was transmitted.

What it does not establish: the content of those pages. Hence the absolute need for a carefully prepared cover sheet, stating the subject ("Notice of the ordinary general meeting of 28 October 2026"), the file reference and the exact page count, cover sheet included. Our cover sheet template sets out the four details that make the difference.

One final habit, too often overlooked: keep the report together with a copy of the document sent, stapled together. A report on its own, without the corresponding pages, loses most of its force. The applicable retention periods are detailed in our article on archiving fax acknowledgements.

Common mistakes and their consequences

• Convening on the basis of a vague agenda. A resolution voted on outside the agenda can be declared void, except for the removal of a director, which can always be decided during the meeting.
• Forgetting a shareholder. Including the beneficial owner, the bare owner or the co-owner holding a right to take part.
• Counting the fifteen days from receipt. The period is calculated from the date of sending, but the text says "at least fifteen days": shortening it means taking a risk.
• Faxing without checking the number. A notice that ends up with a third party is both a procedural irregularity and a leak of confidential information; the remedial procedure is described in our article on a fax sent to the wrong number.
• Not keeping the register. Minutes not entered in a register make for a fragile decision, even if they are signed.

After the meeting: the minutes and their copies

The minutes must state the date and place of the meeting, the identity of the chair, the shareholders present and represented, the documents provided, the text of the resolutions and the results of the votes. In a SARL, Article R. 223-24 requires entry in a register with numbered and initialled pages, or on loose sheets numbered without interruption.

The minutes then go to numerous recipients: shareholders, the statutory auditor, the chartered accountant for filing the accounts, and the registry for decisions subject to publication requirements. The fax remains a suitable channel for urgent transmissions to the accounting firm — see our article on sending documents to your chartered accountant — and for exchanges with the commercial court registry.

For companies that still keep a paper register, a self-inking date stamp on the legal secretary's desk saves a welcome amount of time and standardises the receipt details recorded on each document.

Frequently asked questions

Is a notice of general meeting sent by fax valid?

It is, if the articles of association allow it — which is common in a SAS — or if the shareholder has given prior consent to receiving notice by electronic means. In a SARL, the registered letter remains the rule under Article R. 223-20: the fax usefully duplicates it, but does not replace it without consent.

Can a general meeting proxy be sent by fax?

Yes, in the vast majority of cases, subject to any contrary clause in the articles of association. Good practice is to accept the fax for the purposes of holding the meeting and then to request the original, so that it can be attached to the attendance sheet.

What happens if the fifteen-day period is not respected?

The resolutions can be declared void at a shareholder's request, unless all the shareholders were present or represented. Annulment is not automatic: the judge assesses the actual impairment of the right to take part.

How long should transmission reports be kept?

At least five years, the ordinary limitation period for actions seeking to have company decisions declared void, and longer for anything relating to share capital. If in doubt, align with the retention period for the general meeting register.

Is a fax accepted for a general meeting of a jointly owned building?

No, not freely. The Decree of 17 March 1967 sets out an exhaustive list of the methods for serving notices of co-ownership meetings; the fax is not among them. It can, however, be used for preparatory exchanges with the managing agent.

In summary

• Check the articles of association first and foremost: in a SAS they are the law, while in a SARL and an SA the Commercial Code imposes stricter formalities.
• Fifteen days is the reference period for SARLs and unlisted SAs; twenty-one days for listed companies and jointly owned buildings.
• The fax is excellent as a backup to a registered letter, for last-minute proxies, postal votes and bulky preparatory documents.
• The transmission report proves dispatch, not content: always staple it to a copy of the document and to an explicit cover sheet.
• Keep notices, proxies, attendance sheets and minutes for at least five years, entered in a register with numbered pages.
• Need to send a notice of meeting or a proxy right now? The online fax sending service and the FAQ answer questions about formats and destination numbers.