Increasingly, simplified joint-stock companies (SAS) are appealing to entrepreneurs. This situation is reflected in the latest statistics from INSEE. Indeed, these corporate forms represented 61% of business creations in France in 2018, of which 37% were SAS with a single partner or sole partner (SASU). Operational flexibility, protective social regime, ease of entry for investors (new shareholders)… The numerous advantages they promise work in their favor. However, to create an SAS, a number of key steps must be followed. Similarly, various administrative formalities must be completed. Of course, costs must also be anticipated. Do you want to set up an SAS, but don’t know how to do it? Discover in this section everything you need to know to accomplish this creation.
Drafting the SAS bylaws
In principle, the partners of the SAS have full freedom to establish the company’s bylaws. However, the Commercial Code requires the inclusion of several mandatory terms in these founding documents. Some of them are even specific to this legal status. In any case, this founding act being of paramount importance for the proper functioning of the structure, it must also include other additional clauses. Regarding the rules of form, it is important to draft the bylaws of the SAS by notarial deed or under private signature.
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What must be included in the bylaws of an SAS
Like any commercial company, the bylaws of an SAS must also include the following indications:
- The legal form (in this case, Simplified Joint Company or SAS)
- The corporate name of the SAS, followed if necessary by its acronym L’
- the address of the company’s registered office
- Its duration (maximum 99 years)
- Its corporate purpose
- The amount of its share capital The identity
- of the president of the SAS (and possibly that of the auditor) in case of a statutory appointment decision
It is also imperative to include in the bylaws a clause relating to the contributions made by its founding partners. Namely, the terms of payment and deposit of cash contributions and the conditions for subscribing to shares of contributions to the industry. For contributions in kind, it is essential to specify the identity of the contributors in kind, the valuation of each contribution made, and the number of shares issued in exchange for the contribution. Moreover, decisions requiring the agreement of the associated community. But also the rules of majority and quorum that apply to these general assemblies.
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Please note that the report of the contributions auditor (CAA) must be attached to the bylaws in the case of the valuation of the contribution in kind. The appointment of the auditor is made by unanimous decision of the partners or by a judicial decision at the request of a partner.
Specific legal clauses for the SAS
Compared to other commercial companies, the bylaws of an SAS must contain certain specific characteristics. It is therefore important to provide for the following clauses:
- The composition, functioning, and powers of the company’s management bodies (president, management committee or board of directors, general director, and delegated general directors)
- The social body in which the delegates of the works council exercise their rights as defined in the Labor Code
- The distribution of profits, the establishment of reserves, and the distribution of the liquidation bonus
- For each category of shares issued:
- The number of shares
- The nature of the special rights relating to the shares
- The share of the share capital it represents or the nominal value of the shares that compose it
- The form of holding the securities (exclusively registered, registered, or bearer)
- Conditions for the approval of transferring partners in case of sale of shares or restriction of free negotiation L’
- the identity of the beneficiaries of the special benefits and their nature
In addition to these provisions, the bylaws must also indicate the identity of all signatories or persons (natural or legal) on behalf of whom they sign the draft bylaws or the final bylaws.
SAS bylaws: Other information to provide
To ensure the proper functioning of the SAS and to avoid future conflicts, it is highly recommended to add additional elements in the bylaws. This includes the opening and closing dates of the fiscal year and the procedures for liquidating the structure. Similarly, the bylaws must contain clauses relating to the variability of the share capital and the assumption of acts performed on behalf of the company in formation. Other statutory information to provide: the terms of appointment of the president of the SAS and the conditions for the appointment and dismissal of the auditor and his deputy if they are designated in a separate act.
To supervise the actions of the SAS governance bodies, the bylaws can perfectly establish control bodies (such as a council or a supervisory committee).
Deposit of share capital in a blocked account
If there is a formality not to be neglected for the creation of an SAS (and any other commercial company for that matter), it is certainly the deposit of share capital in a blocked account opened in the name of the company. Carried out within 8 days following the receipt of the funds, this procedure can be done with:
- A bank
- Caisse des Dépôts et Consignations (CDC)
- A notary
In any case, it is essential to release at least half of the amount of cash contributions when setting up the SAS. As for the rest, it can be released in one or more installments within 5 years. But nothing prevents the complete release of these contributions from the start of the company. To release these funds, after registration in the Trade and Companies Register, the legal representative of the structure only needs to present the Kbis extract to the depositary. If necessary, the production of the certificate of deposit of funds will prove necessary.
Sign the final bylaws
The definitive bylaws of an SAS can only be signed after the deposit of funds. The date of signature of these founding documents must also be later than that indicated on the certificate of deposit of capital. Specifically, all founding partners are required to sign them before their publication. To this end, a free paper copy is given to each of them. Of course, it will be essential to attach certain documents in the appendix:
- In
- case of valuation of contributions in kind, the auditor’s report
- The statement of acts performed on behalf of the formation of the SAS
- The act of appointment of the president, other company directors, the auditor, and his deputy in case of appointment in a separate act
If the appointment of the president is made directly in the bylaws of the SAS, he must also sign this founding act before his signature with the words “Good for the acceptance of the functions of president.” The same applies to the decision regarding the statutory appointment of the other company directors and the auditor.
Appointment of SAS managers and the auditor, if applicable
If the appointment of the SAS managers and the auditor is made by a separate act, the partners of the company are required to designate them. To do this, reference is made to the relevant legal clauses (appointment procedure, quorum and majority rules…). After that, all that remains is to draft a formal appointment act (for example, a minutes of appointment). It should be noted that the managers of this public limited company (president, CEO, and deputy general director) can be both natural and legal persons.
In any case, once appointed, the company’s managers must provide several documents:
- For natural persons legal representatives:
- A copy of an identity document (identity card, birth certificate…)
- A sworn statement of non-conviction
- If the parentage is not included in a document already produced, a certificate of parentage
- For legal representatives of legal entities: an extract of registration (original Kbis extract) of less than three months
For auditors (holders and deputies), they must submit a letter of acceptance of their functions. In addition, proof of their inclusion in the official list of auditors if it has not yet been published.
In the SAS, the creation of a collective presidency is totally prohibited. In other words, it is not allowed to appoint multiple presidents. It is still possible to establish a rotating presidency.
Publish a legal incorporation announcement
The creation of an SAS must be subject to a publicity formality, in order to inform third parties (prospects, administrative bodies…). To do this, a notice of incorporation should be published in a legal announcement newspaper (JAL) in the department of the company’s registered office. In this case, it is crucial to choose a JAL authorized by prefectural decree to disseminate legal announcements. But again, this incorporation notice must comply with a specific formality to be valid. Various essential data must then be included. Of course, like all legal announcements issued by companies, this notice should mention:
- The name of the SAS (and its acronym, if applicable)
- Its legal status, namely SAS
- Its corporate purpose (main activity)
- Its duration
- Its share capital
- The address of its registered office
- The location of its registered office
It is also necessary to indicate in this legal announcement certain information specific to the SAS. Namely, the identity and address of the managers (president, CEO, and members of established social bodies) and auditors. But also the procedures for admission to general assemblies and the exercise of the right to vote, including the conditions for granting double voting rights. Not to mention the main characteristics of the Accreditation Clauses if the bylaws contain clauses for the transfer of shares. If applicable, it must also include the SAS with variable capital and the amount below which the capital cannot be reduced.
Declare the beneficial owners of the SAS
Since August 2, 2017, all commercial companies are required to declare their beneficial owners to the commercial court registry at the time of the company’s incorporation. This aims to identify those who ultimately benefit from the company and as part of the fight against money laundering and terrorism. Thus, an SAS in formation must comply with this legal obligation if it wishes to obtain its registration. In practice, it will be necessary to submit to the registry a form “Document relating to the beneficial owner of a company” which refers to the identity of all natural persons who hold directly or indirectly more than 25% of the capital or voting rights. Otherwise, it is sufficient to indicate the identity document of the person exercising control over the management or governing bodies.
In any case, each beneficial owner of the SAS must provide the following documents:
- The document relating to the beneficial owner (to be downloaded from the Infogreffe website)
- The document inherent to the control procedures they exercise over the company
This registration in the Register of Beneficial Owners (RBE) must be done at the time of the registration request. However, it can also take place no later than fifteen days from the receipt of the acknowledgment of the deposit of the registration request.
It should be noted that failure to comply with this mandatory formality is punishable by a sentence of 6 months imprisonment and a fine of 7,500 euros against the President of the SAS.
Send a registration application file to the Business Formalities Center (CFE)
Supporting documents to be submitted
To avoid rejection of your registration request by the Registry, it is essential to submit a complete file with all necessary documents:
- Form M0 duly completed and signed in three copies
- A copy of the bylaws initialed, dated, and signed and all annexes
- The certificate of deposit of funds The certificate of
- publication issued by the JAL publishing the notice of incorporation of the SAS
- The declaration of beneficial owners
- A proof of the company’s registered office (for example: an automatic debit agreement, a lease contract, a copy of proof of residence of one of the officers, etc.)
- The list of partners with the number of shares and the contribution made by each of them
- A copy of proof of identity of all shareholders
- The original list of beneficial owners of the SAS
- The payment of registration fees (check made out to the commercial court, depending on which the company is registered)
In addition to these documents, the establishment of the file must also include the documents provided by the SAS representatives at the time of their appointment (specified). If applicable, the following documents must also be included in the registration request to the Trade and Companies Register:
- An initial power of attorney if the legal representative of the SAS requests another person to carry out the formalities
- In the case of a regulated activity, a copy of the required authorizations, permits, professional qualifications, and/or diplomas
- If the president or the general director is a legal person not registered in the public register (RCS or registry of the chamber of trades) or belongs to a country outside the Community, a copy of the bylaws translated into French and certified
All that remains is to submit the registration request to the CFE or the competent commercial court registry. The latter will then provide you with an acknowledgment of receipt of the deposit of a business creation file.
This formality must also be completed for:
- Registration of an LLC
- Registration of a SCI
Submission of registration application file: how to do it?
Several options are available to you for submitting your SAS registration application file. On the one hand, you can submit it directly to the CFE or the competent registry. On the other hand, it is entirely possible to send it by mail. Otherwise, online registration is also a good option. In this case, you can choose to do it yourself or use an online legal platform.
Creating an SAS: how much does it cost?
Regarding the cost of creating an SAS, several elements are taken into account. This is the case for registration fees which amount to:
- 39.42 euros for the establishment of an SAS with the establishment of establishments
- 227.81 euros for the establishment of an SAS with a purchase, a contribution, or a management lease of a business fund
- Additional costs must also be prepared:
- Registration in the RM for SAS engaged in a craft activity: on average 130 euros
- Declaration of the beneficial owners of the company: 25 euros Publication of
- an incorporation notice in a JAL: 230 euros in
- general fees of a contributions auditor for the valuation of contributions in kind: from 500 to over 3,000 euros
- Drafting of bylaws: between 1,000 and 2,000 euros in case of intervention by an accountant or a lawyer and an average of 150 euros for the services of an online legal provider or legal tech
In short, the cost of creation varies from one SAS to another and according to the needs and expectations of each structure.
Tag: What is an SAS