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

Company Law (en cours)

A simplified joint-stock company can be established by one or more persons who only bear losses up to the amount of their contribution . The shareholders can be natural persons or legal entities. The same applies to the sole shareholder when the company consists of only one person.

1) Natural persons

Individuals who wish to participate in the share capital of an SAS must, like all companies, com …

Principle

A simplified joint-stock company can be established by one or more persons who only bear losses up to the amount of their contribution . The shareholders can be natural persons or legal entities. The same applies to the sole shareholder when the company consists of only one person.

Individuals who wish to participate in the share capital of an SAS must, like all companies, comply with the ordinary law rules regarding incapacity , which limit the conditions for exercising certain rights. However, emancipated minors , non-emancipated minors with the assistance of their legal representatives , protected adults , and spouses  can become shareholders of an SAS.

The capacity of legal entities is limited by the rules applicable to each of them .

Any legal entity with legal personality can qualify as a shareholder of an SAS, even if it does not have the status of a merchant. Thus, commercial or civil companies, foundations, associations under the 1901 law, economic interest groupings, and unions can become shareholders of an SAS. Only companies that do not have legal personality, such as a de facto company and a partnership, cannot access the share capital of the SAS.

In the presence of corporate shareholders, the company may have an interest, in order to trace the chain of shareholdings, in inserting a statutory clause requiring any corporate shareholder to provide, upon the first request of the president, the precise identity of its own individual shareholders. An exclusion clause based on the refusal to respond to such a request can then be validly implemented .

A legal entity can not only be a shareholder but also be appointed as president or manager of a simplified joint-stock company. In this case, its managers are subject to the same conditions and obligations and incur the same civil and criminal liabilities as if they were president or manager in their own name, without prejudice to the joint liability of the legal entity they manage . When the sole shareholder of a SASU is a legal entity, it must necessarily be represented in court by the natural person manager of this shareholder .

Rules from L. 2007-308 of 5 March 2007 on the reform of the legal protection of adults and D. 2008-1484 of 22 December 2008. - Adde, HOVASSE and GAUDEMET, Incapacities and company, Actes prat. ing. sociétaire 2012, file 3.

CA Aix-en-Provence, 15 September 2022, LawLex202300007578JBJ.

CA Metz, 4 April 2017, LawLex202300007549JBJ.

Company Law (en cours)

565. Principle

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565. Principle

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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