In May 2022, the Court of Appeal issued judgment no. 99/22 on the autonomy of a sub-fund of an open-ended investment company (SICAV). The SICAV was governed by the law of 13 February 2007 on specialised investment funds and was constituted as a limited partnership with shares (SCA). The sole limited partner held 100% of the assets of the sub-fund and requested the general partner to convene a general meeting to consider liquidation. The general partner refused and the sole limited partner applied to the court for the appointment of an ad hoc representative to convene the meeting.
The SCA appealed the decision of the District Court, arguing that the sole limited partner did not have the right to request the convening of a general meeting at the sub-fund level. The SCA argued that Article 450-8 of the 1915 law, which allows shareholders representing one tenth of the share capital to request a general meeting, was not applicable in this case as it only applies to public limited companies and not to limited partnerships with shares.
The court analysed the request of the sole limited partner and found that the 10% requirement of article 450-8 was met because each compartment of the SICAV was treated as a separate pool of assets with separate rights for investors and creditors. The Court also noted that the Articles of Incorporation of the SCA did not derogate from Article 71(1) of the SIF law, which confirmed the existence of a certain autonomy of each compartment. Based on the capital of a specific compartment and not the capital of the fund as a whole, the Court determined that shareholders holding one tenth of the share capital of a specific compartment were authorized to request the convening of a general meeting relating to that compartment.