Published on October 27, 2022
In order 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 :
They are indefinitely, jointly and severally liable for the company’s debts. Their shares are not freely transferable.
They have full authority to appoint the Managing Director(s) who manage the company on a daily basis.
In our case, there will be only one general partner: Act for the Planet, a limited company. This means the company has one General Partner and speaks with one voice. Also, the Managing Director(s)’ personal assets are protected.
Act for the Planet is wholly and exclusively owned by TFTP’s Managing Director(s) and TFTP.
It is subject to the same clauses for remuneration and dividends as TFTP.
The SCA’s articles of association can only be modified with the agreement of the General Partner, or, indirectly, the Co-founders.
They have the same status as shareholders in a limited company.
The limited partners, also called shareholders, are the people who own shares in TFTP. They are most commonly called shareholders which is the term we use hereafter.
They have the right to become members of the Supervisory Board. The Supervisory Board is elected by the shareholders on the basis of 1 share = 1 vote.
TFTP’s Managing Directors are today two co-founders: Nicolas Sabatier and Mehdi Coly.
They are appointed by the General Partner, Act for the Planet, which they own in full.
Managing Directors’ remuneration, both the fixed and variable elements, is limited by statute to four times the French minimum wage.
The Supervisory Board is made up of between 3 and 12 members. Members of the Supervisory Board must be shareholders. They are appointed for a term of 3 years. One third of board members are renewed every year. The Board meet at least twice a year.
The Supervisory Board is elected by the shareholders.
The General Partner, Act for the Planet, may not be a member of the Supervisory Board and may not participate in the appointment of Supervisory Board members.
However, they may attend Supervisory Board meetings for information purposes.
The Supervisory Board’s role is to exercise permanent control over the management of the company. The Board audits and oversees the company. It gives an opinion about decisions to invest in subsidiaries proposed by the Managing Directors, which must in turn be validated by the shareholders.
Decisions made by the Supervisory Board are by majority: 1 member = 1 vote. In the event of a tie, the Chairperson will cast the deciding vote.
The object of TFTP is to create companies that fight global warming.
It is a mission-led company, which means that it legally sets itself social and environmental objectives. It must create an independent internal and external body to monitor performance of the mission.
The company’s purpose is to work on developing, promoting, and improving the implementation of an investment policy that aims to limit and reduce global warming.
More specifically, the company's mission is:
The purchase of shares gives you the status of shareholder. To avoid speculative activity, new shares will always be issued for €1 per share. It will be possible to buy new shares, through regular capital increases, about once or twice per year, to integrate new shareholders or to increase the shares held by existing shareholders, until the company’s capital reaches €1 billion.
Shareholders can sell their shares at any time and at any price to a third party. However, as TFTP offers new shares every year at €1 per share, third parties will not be interested in paying more than €1 per share.
TFTP aims to offer to buy shares back from shareholders within ten years, via capital reductions.
The buy-back price offered by TFTP will be the original price of €1 per share.
General meetings bring together all the shareholders. They take place at least once a year to validate the company accounts.
They are chaired by one of the Managing Partners of TFTP. Voting rights are relative to the number of shares held (1 share = 1 vote). Any decision made by the shareholders during general meetings must be approved by the majority of voting persons as well (1 person = 1 vote). The General Partner, Act for the Planet, must then approve the decisions taken during the general meetings before they can be adopted.
According to standard legal conditions, the decision to allocate profit and distribute dividends only requires agreement by the limited shareholders.
Neither the General Partner’s nor the Managing Directors’ agreement is required.
Time for Planet has adopted a clause in the statutes that makes it legally binding to reinvest all the profits in the fight against global warming.
The condition: dividends shall be distributed when global warming has returned to pre-industrial levels of +0°C, according to the IPCC’s calculation.
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