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

Company Law (en cours)

The simplified joint-stock company is represented in dealings with third parties by a president, who may be a natural or legal person, appointed under the conditions provided by the statutes . The appointment may be statutory or result from a decision made by a body identified in the statutes. This may involve the collective of associates  or a body external to the company. Contractual freedom allows the associates to flexibly organize the terms of the president's appointment. However, in the SAS, only one president can be appointed, unlike in general partnerships and limited liability companies where the legislator permits the existence of multiple managers . Therefore, a simplified joint-stock company cannot appoint two presidents nor declare them as such in the trade and companies register .

A legal entity can be the president of an SAS. In this case, its directors are subject to the same conditions and obligations and incur the same civil and criminal liabilities as if they were president or director in their own name, without prejudice to the joint liability of the legal entity they manage . Unlike the legal entity director of a public limited company who is required to appoint a permanent representative , the legal entity president of the SAS is not formally subject to such an obligation. However, the organizational freedom granted to the SAS may allow, if its statutes provide for it, the appointment by the legal entity president of the company of a permanent representative, to whom the legal representative of the company can delegate their powers . It is not up to the associates of the SAS to appoint the permanent physical representative of the legal entity designated as president . The designated permanent representative is subject to the same conditions and obligations and incurs the same civil and criminal liabilities as if they were president in their own name, without prejudice to the joint liability of the legal entity they represent .

Moreover, the limitations related to the functions of directors of joint stock companies are not legally applicable to the president of an SAS, excluding Article L. 227-1 of the Commercial Code. These concern, in particular, provisions related to holding a minimum number of shares  and the accumulation of mandates . However, the statutes can make them applicable to the SAS. In any case, certain individuals cannot hold the position of president of an SAS. This includes parliamentarians, ministerial officers, or legal auxiliaries. Similarly, the law of 13 July 1983  prohibits civil servants from engaging in a private lucrative activity.

Whether statutory or not, the appointment of the president of an SAS must be subject to publicity formalities . In the event of the appointment of a permanent representative by the legal entity president, no text requires registration of the latter in the trade and companies register . However, the SAS is required to declare the representative, just like its president, when the latter has the power to direct, manage, or habitually commit the company vis-à-vis third parties .

See for an illustration, CA Montpellier, 23 November 2021, LawLex202300007838JBJ.

Commercial Code, Art. L. 225-21, para. 1.

L. 83-634 of 13 July 1983 on the rights and obligations of civil servants, JO of 14 July 1983.

Commercial Code, Art. R. 123-54, 2°, a, as referred by Art. R. 123-66.

CA Aix-en-Provence, 14 November 2019, LawLex202300007370JBJ.

Commercial Code, Art. R. 123-54, 3°, d); CCRCS, opinion 2015-04, 5 February 2015.

Commercial Code, Art. L. 221-4, para. 2, concerning SNC and L. 223-18, para. 1, concerning SARL.

CCRCS opinion No 2013-027, 4 October 2013.

Commercial Code, Art. L. 227-7; CA Aix-en-Provence, 14 November 2019, LawLex202300007370JBJ.

CA Caen, 30 November 2017, LawLex202300008770JBJ

CA Aix-en-Provence, 14 November 2019, LawLex202300007370JBJ, previously cited.

589. Principle