Challenge of agreements

In many companies, the administrator believes that partners who do not attend the meeting cannot challenge the agreements adopted (especially if their vote would not have been sufficient to change the direction of the agreement reached).

However, this is not the case, as the absent partner retains the right to challenge the agreements if he meets the following requirements:

• If, except in exceptional cases, he has acquired the status of partner before the adoption of the agreement.

• And if he holds, at least, 1% of the capital (individually or together with other partners, unless the bylaws provide for a lower percentage).

In this case, the absent partner may challenge the agreements that he considers contrary to the law or the bylaws or those that harm the social interest in favor of one or more partners or third parties. He may even allege formal defects in the convocation or in the constitution of the meeting, defects that he could not allege if he had attended the meeting "without complaining":

• When a partner attends the meeting but believes that formal defects have been committed in the convocation or in the constitution of the meeting, he must state that circumstance during the meeting. If he does not do so, it is understood that he is tacitly validating said defect, so that he can no longer allege it in his challenge later.

• On the other hand, by not attending the meeting, the absent partner does not have the opportunity to express his disagreement, so he retains the possibility of alleging those formal defects in his subsequent challenge.

• However, the formal defects alleged in the challenge must be "essential" (that is, they prevent the partner from exercising his rights correctly: for example, a convocation of an ordinary meeting without meeting the notice periods or where a point on the agenda is omitted).