All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

Since the statutes and by-laws of SAS determine the conditions under which the company is managed , the partners can decide to establish optional internal control bodies in this type of structure. This includes collegial bodies, inspired by joint stock companies, such as the board of directors or the supervisory board, as well as management boards or executive committees.

The statutes must set the conditions for their appointment, their composition, the extent of their powers , their functioning, and the conditions for the removal of their members... As simple internal control bodies, the statutes cannot grant the board of directors or the supervisory board the power to represent the company with respect to third parties , which belongs only to the president  or the chief executive officer if the statutes provide for it . However, the members of the supervisory board of an SAS that manages the debtor company can be classified as de jure managers of the latter as long as, by determining the company's business directions, ensuring their implementation, and intervening in management, they are not confined to control or consultation functions .

Toulouse, 21 March 2018, LawLex202300009253JBJ, emphasizing that the members of the board of directors cannot reproach the president of the SAS for an insufficient frequency of convening its sessions in order to evade control of her activity, as most corporate decisions are made within a management committee, in which most board members participate, meeting weekly.

Douai, 13 January 2022, LawLex202300008673JBJ, specifying that the chairman of the supervisory board of an SAS cannot be considered as an executive of the company as long as he does not commit it towards third parties and his role is limited to the control and supervision of the activities of the president and the chief executive officer.

CA Versailles, 6 July 2021, LawLex202300008790JBJ.

598. Bodies freely provided for by the statutes