Publié le April 17, 2021
To make it possible to guarantee the 100% reinvestment of profits over the long term, the mission of the company to fight against global warming as well as adopting the principle of open source; we chose a form of company that allows, no matter who the shareholders are, for maintaining these founding principles.
A Société en Commandite par Actions (SCA) [a Partnership limited by shares] is corporate company in which the shareholders of the company are divided into 2 groups:
The general partners have unlimited, joint and several liability for the debts of the company and their securities are not freely transferrable.
They have full powers to appoint the managing director(s), who oversee the day-to-day management of the Company.
In our case, there will only be a single general partner via a corporate entity: the company Act for the Planet SAS [a simplified joint-stock company]. This company allows for having a general partner that will speak with one voice and serves to protect the personal assets of the cofounders.
Act for the Planet SAS is fully and exclusively held by the 5 cofounders who are Nicolas Sabatier, Mehdi Coly, Laurent Morel, Arthur Auboeuf and Denis Galha Garcia. It is subject to the same clauses in terms of remuneration and dividends as the Partnership limited by shares, Time for the Planet.
You can download the articles of association of Act for the Planet: HERE
Modifying the articles of association of Time for the Planet, the SCA requires the approval of the general partner and thus, indirectly, the cofounders.
The limited shareholders have the same status as shareholders in a Société Anonyme [a limited liability company].
The limited shareholders are the persons who hold the shares in Time for the Planet, they are collectively known as the “shareholders”.
They have the right to put themselves forward to become a member of the Supervisory Board. The Supervisory Board is elected by the limited shareholders on the basis of one share = 1 vote
The managing directors of the SCA are the 5 cofounders. They will be appointed by the general partner Act for the Planet, that they fully own.
The remuneration, including fixed and variable elements, of a managing director is capped by way of the articles of association at 4 times the level of the French minimum wage (SMIC).
In the case of the death of all of the general partners, the United Nations will automatically be appointed as the general partner of the company.
Limited shareholders cannot be managing directors.
The Supervisory Board (SB) is made up of 3 to 12 members. The members of the SB must be shareholders. The term of office of members is 3 years. The board is renewed by one-third each year. It will meet at least twice a year.
The general partner Act for the Planet (or the managing director/cofounder) cannot be a member of the Supervisory Board and cannot take part in appointing its members Act for the Planet can however attend the Supervisory Board for informational purposes.
The role of the Supervisory Board is to approve investment decisions taken by the managing directors.
Supervisory Board decisions are passed by a majority (1 member = 1 vote). In the case of a tied-vote, the chairperson has a casting vote.
The corporate object of the company Time for the Planet is the creation of enterprises whose purpose is to fight against global warming.
The company is going to register itself as a “company with a special mission”. This means that it has set itself social or environmental targets as part of its business activity. The company is obliged to set up an independent internal and external supervisory body to monitor the execution of this special mission that it has set itself.
The purpose of the company is to is to work to develop, promote and enhance the implementation of an investment policy aiming to limit and reduce global warming.
More notably, the Company’s mission is to:
Purchasing shares fully gives you the status of limited shareholder. In the majority of cases, shares can be purchased when the share capital is increased. So as not be to speculative, all new shares will be made available for sale at the initial price of €1 per share. The share capital is regularly increased – around once or twice a year – in order to integrate new shareholders until the share capital reaches a billion euros.
As a limited shareholder you can sell your shares at any time to a third party. However, as you will have understood, Time for the Planet, carries out regular €1 share increases and third parties would have no interest in buying their shares for more than €1 per share.
Time for the Planet’s objective vis-à-vis is shareholders is to be able to carry out share capital reductions over the long term (but not in the first 10 years) in order to facilitate share buybacks from shareholders who want to sell their shares in the distant future.
The buyback price offered by Time for the Planet will be the initial price of €1 per share.
The general meeting will bring together all shareholders. It will take place at least once a year to approve, at the very least, the company’s accounts. It will be chaired by one of its five managing directors. Voting rights are equal to the number of shares held. Any resolutions passed by the shareholders during the general meeting must be approved by the general partner Act for the Planet and therefore the cofounders in order to be valid.
Legally, decisions relating to the allocation of profits and therefore the distribution of dividends only requires the approval of the limited shareholders.
The approval of the general partner or managing director is not required.
In order to concretize our decision to automatically reinvest 100% of profits to fight against global warming, we have set out the following condition.
The condition is: The distribution of dividends will be possible the day when global warming will have returned to the pre-industrial era level of +0 °C based on the methodology of IPCC (Intergovernmental Panel on Climate Change).
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