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Company Law (en cours)

In the absence of legislative provisions regarding the remuneration of the president of an SAS, it is up to the statutes to specify the terms and designate the competent body to set it. Consequently, it can be determined either in the statutes, in a collective decision of the shareholders, in another document, or by the president himself. The remuneration of the president of the SAS can be set by  …

Terms of determination

In the absence of legislative provisions regarding the remuneration of the president of an SAS, it is up to the statutes to specify the terms and designate the competent body to set it. Consequently, it can be determined either in the statutes, in a collective decision of the shareholders, in another document, or by the president himself. The remuneration of the president of the SAS can be set by the assembly that appoints him, even if this resolution was not on the agenda, as long as it necessarily results from his appointment, which was announced . However, when the general assembly of shareholders of an SAS does not have the power to set the president's remuneration, it also does not have the power to challenge it . Furthermore, if the statutorily competent body refuses to grant any remuneration to the president of a simplified joint-stock company, the judge cannot substitute for it to set this remuneration .

As long as it is decided by a body designated by the statutes, the remuneration of the president of an SAS does not fall under the control procedure provided for regulated agreements . Conversely, in the absence of provisions in the statutes, the remuneration of the president constitutes an agreement between the SAS and its president that must be subject to the control provided for regulated agreements .

Since the statutes freely determine its terms, the remuneration of the president of a SAS can be fixed or variable, composed of a base salary and various bonuses. The statutes may provide that exceptional remuneration may be allocated to the president for missions entrusted to them, and they may authorize the reimbursement of travel and accommodation expenses and expenses incurred by the president in the interest of the company. The assumption by a SAS of the remuneration of its president, when the president is an employee seconded by one of its parent companies, has not been considered an act carried out for purposes unrelated to its interest, even if this remuneration had not been ratified by a decision of its associates in accordance with its statutes, as long as it corresponded to the exercise of actual functions . Similarly, the increase in the remuneration of the corporate president of the SAS does not appear contrary to the corporate interest as long as the combination of administrative functions assumed by the latter allows for saving several salaries and is in line with the company's revenue growth . Finally, the statutes may also provide that the president will perform their duties free of charge, although such a situation is rare in practice.

Paris, 30 November 2021, LawLex202300007841JBJ.

CA Toulouse, 21 March 2018, LawLex202300009253JBJ.

Cass. com., 17 December 2013, LawLex202200006427JBJ.

CA Toulouse, 21 March 2018, LawLex202300009253JBJ, previously cited.

CAA Paris, 2nd ch., 13 October 2021, LawLex202300008341JBJ.

CA Lyon, 17 February 2022, LawLex202200011491JBJ.

Company Law (en cours)

591. Terms of determination

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591. Terms of determination

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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