Estimated reading time (in minutes)

The legislator left great freedom to the drafters of the articles of association to define which decisions must be taken by the shareholders’ association and which decisions can be taken by any other body of the SAS .

Flexibility in SAS governance

Article L. 227-9 of the Commercial Code provides that “the articles of association determine the decisions to be taken collectively by the shareholders in the form and under the conditions that they provide”.

However, collective decisions within the SAS are limited to certain areas and operations.

Thus, for certain transactions, the general meeting of shareholders alone is competent to make decisions and the articles of association cannot derogate from it.

Article L227-9 of the Commercial Code provides that “the powers conferred on extraordinary and ordinary general meetings of public limited companies with regard to capital increases, amortizations or reductions, mergers, splits, dissolution, transformation into a company of another form, the appointment of the auditors, the annual accounts and the profits are, under the conditions provided for by the articles of association, exercised collectively by the partners”.

These are all decisions resulting in a modification of the articles of association: increase or decrease in the share capital.

But it also includes all operations of particular importance to the company: merger, demerger, dissolution or transformation.

Likewise, there must be a collegial decision to approve the annual accounts or appoint an auditor.

However, the legislator left the drafters of the articles of association the freedom to define the mode of operation of the general meetings of SAS shareholders. Thus, it is possible to provide for quorum and majority rules different from those applicable in a public limited company.

Flexibility in SAS governance

The partnership includes all the members of the partnership, even if the partnership includes classes of shares with different rights.

The articles of association freely choose the mode of consultation of the partners: consultation in assembly or by correspondence, drafting of a private deed signed by all.

The articles of association may also allocate to certain partners a number of votes different from that granted to others by the multiple voting right. 

Grégory DAMY , Commercial and Corporate Lawyer, 2018