Société par actions simplifiée
The Société par actions simplifiée (SAS, French for Simplified Public Company ) is a French form of public limited company. It was introduced in 1994 and is codified in Articles L227-1 to L227-19 and Articles R227-1 to R227-2 of the Code de commerce (French Commercial Code).
The law of May 15, 2001 led to greater flexibility in the structuring options for this legal form, since at the same time the formal requirements for establishing a public limited company under French law were tightened.
The main advantage of a SAS is that the statutes can be regulated very flexibly, as there are only a few mandatory regulations. Furthermore, the company is not subject to the strict notification and transparency obligations as the ordinary stock corporation. However, their shares may not be listed on the stock exchange. Compared to the French stock corporation, it is also possible to set up a one-man company (called SASU - société par actions simplifiée unipersonnelle).
It is therefore also an interesting alternative for foreign investors who want to set up a subsidiary in France. Well-known companies in this legal form are the Airbus Group subsidiaries Airbus and Airbus Helicopters , the fashion and cosmetics group Chanel and the mountain sports outfitter Petzl .
The SAS is subject to the general formation requirements, as they are given for all companies in a legally neutral manner. This means that a partnership agreement must be concluded, which can, however, also be drawn up in private. The statutes must contain the minimum information in accordance with Article L210-2 C. com. as well as for the stock corporation according to the articles L225-14, L225-16 and R224-2 C. com. record prescribed information. In addition, items L227-5 and L227-9 C. com. still special requirements for the SAS. Entry in the responsible register is also largely independent of the legal form. The establishment costs mainly depend on how individually the articles of association are drawn up.
There is great freedom for the shareholders with regard to the structuring of the organizational constitution. It is mandatory for the managing directors of the SAS that a president must be appointed. The office can be assumed by both a legal person and a natural person. The president has power of representation. General directors can be appointed in addition to the president.
Constitution of capital
There is no minimum capital requirement for the SAS. Not only cash and non-cash contributions, but also services and technical know-how can be brought in.
For the SAS, the legal form-neutral reasons for dissolution apply, which are set out in Article 1844-7 C. civ. are regulated.
- Johann Peter: Société par actions simplifiée (SAS). The simplified joint stock company in France, a legal form for cooperation between companies. European publishing house of the sciences 1999. ISBN 3-631-34209-8 .
- Jung, Stefanie / Krebs, Peter / Stiegler, Sascha: Company law in Europe. Manual. Section 13 France, Nomos, Baden-Baden 2019, ISBN 978-3-8329-7539-5 .
- Jung / Klein, Wohlgemuth: § 13 . In: Jung / Krebs / Stiegler (ed.): Company law in Europe . No. 647 .