Published on November 09, 2021
In order to ensure 100% of profits are reinvested in the long term and to fulfill the company’s mission to fight against global warming while adopting the open-source model, we chose a legal structure which allows us to maintain these core principles, no matter the identity of shareholders.
A Société en Commandite par Actions (SCA) [a Partnership limited by shares] is a business organization, in which shareholders are divided into two categories :
General partners have unlimited joint and several liability for the company’s debts, and their shares (and rights associated with ownership) are not freely transferable.
They have full authority to designate one or more managing directors, who oversee the day-to-day management of the Company.
In our case, the only general partner is a corporate entity : the Act for the Planet SAS company [a simplified joint-stock company]. The latter allows the general partner to speak with one voice as well as protecting the co-founders’ personal assets.
Act for the Planet SAS is held by Time for the Planet and the 6 co-founders: Nicolas Sabatier, Mehdi Coly, Laurent Morel, Coline Debayle, Arthur Auboeuf and Denis Galha Garcia. Time for the Planet’s holding allows its shareholders to have a supervisory and decision right, in particular upon Act for the Planet’s statutory changes.
Act for the Planet SAS is subject to the same remuneration and dividends clauses as Time for the Planet (Partnership limited by shares).
You can download Act for the Planet’s articles of association: HERE
Amending Time for the Planet SCA’s articles of association requires the general partner’s approval, and therefore, indirectly, the co-founders’.
Limited partners hold the same status as shareholders in a Société Anonyme [a limited liability company].
Limited partners own shares of Time for the Planet and are commonly known as ‘shareholders’.
They have a right to stand for election to the Supervisory Board. The Supervisory Board is elected by the limited partners on the basis of one share = 1 vote.
Time for the Planet’s managing directors are its 6 co-founders. They are appointed by the general partner, Act for the Planet, which they, and Time for the Planet, fully own.
Their compensation (fixed and variable) is statutorily capped to 4 times the amount of the French minimum wage (SMIC).
Limited partners cannot be managing directors.
The Supervisory Board (SB) is composed of 3 to 12 members. SB members must be shareholders. Members are designated for a three-year term. The board is renewed by one-third each year and meets at least twice per year.
The general partner, Act for the Planet, cannot be a member of the Supervisory Board or take part in designating its members (nor can the managing directors/co-founders).
They can however attend Supervisory Board meetings for informational purposes.
The role of the SB is to approve investment decisions proposed by managing directors.
The SB decision-making processes follow majority rule (1 member = 1 vote). In case of a tie vote, the SB Chairman has a casting vote.
Time for the Planet’s corporate purpose is the creation of companies to tackle global warming.
The company is registered as a “société à mission”, which is a similar concept to that of B corporations. This means it has set social or environmental goals to reach as part of its business activity. The company is required to set up an independant internal and external supervisory board to monitor the execution of the special mission it has set itself.
The company’s raison d'être consists in developing, promoting and enhancing the implementation of an investment policy aiming at limiting and reducing global warming.
More specifically, the Company’s missions are:
Purchasing shares grants the full status of limited partner. In most cases, shares will be purchased by increasing the Company’s share capital. Each new share will always be made available for sale at the initial price of €1 (one euro) per share, thus preventing a speculative mindset. The share capital is increased on a regular basis – around once or twice a year – in order to integrate new shareholders until the share capital reaches one billion euros.
As a limited partner, you may sell your shares to a third party at any time. However, as Time for the Planet carries out regular share capital increases through shares costing €1 (one euro), third parties will have no interest in buying their shares at a higher price.
Time for the Planet’s goal regarding its shareholders is to be able to carry out capital reduction in the long term, but not before 10 years. This will facilitate share buybacks for shareholders wishing to sell their shares in the distant future.
Time for the Planet's proposed redemption price is set at the initial price of €1 (one euro) per share.
General meetings gather all shareholders. They take place at least once a year, at the very least in order to approve the company’s financial statements. One of the six managing directors will chair the General Meeting. Voting rights are relative to the number of shares held. Any decision suggested by the shareholders during the general meeting must be approved by the general partner Act for the Planet and therefore by the co-founders.
According to the law, obtaining the limited partners’ approval is sufficient to make decisions regarding allocation of profits, and, therefore, distribution of dividends.
The approval of the general partner or managing director is not required.
We have set out the following condition in order to ensure reallocating 100% of our profits towards the fight against global warming:
The condition is: distributing dividends will be possible when global warming will have returned to the pre-industrial era level of +0 °C, determined as per the IPCC (Intergovernmental Panel on Climate Change) methodologies.
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