Société Anonyme (SA)

A Société Anonyme (SA) is a legal form of company in which the share capital is divided into shares held by shareholders. Its establishment must be confirmed by a notarial deed.

Shareholders must be at least two. There is also a special status known as SAS (Société par Actions Simplifiée). Shareholders can be individuals or legal entities. Their liability is limited to their contributions.

The minimum capital is €30,000, and it must be paid at the rate of at least ¼ by each shareholder. The founders are jointly responsible for the capital contribution of the company. Capital can be increased by a decision of the shareholders’ general meeting, on a simple proposal from the board of directors.

The company is managed by a board of directors, which must consist of at least three members, whether shareholders or not (*). The powers of the directors are generally determined in the articles of association. In the absence of such determination, the law reserves the power for them to perform all acts necessary or useful to achieve the corporate purpose, except for those reserved for the general meeting. Directors are responsible to the company for any faults committed in their management. Daily management can be delegated to one or more directors, who are then referred to as “delegated director.”

(Note *) except regarding SAS, which can be managed by a single director.

Currently, the accounts of an SA must be audited by an auditor. A draft law is expected to clarify whether this obligation should be included statutorily. The auditor has unlimited surveillance and control rights over all operations of the SA. They submit the results of their control mission to the general meeting. The General Meeting must be held at least once a year on the date provided in the articles of association. The shareholders’ general meeting is sovereign.

Shares may be registered or bearer:

• Shares are registered until fully paid up
• Shares can then be converted into bearer shares at the shareholder’s request. Since the law on immobilization of bearer securities came into force in August 2014, bearer shares must be deposited with a professional custodian who keeps the register
• Owners of bearer shares can request conversion to registered shares at any time

• The issuance of bond loans is permitted
• Bonds can be in bearer or registered form

Liquidation is decided by the General Meeting, which must appoint a liquidator and one or more liquidation auditors.
It is then up to the general meeting to conclude the liquidation after hearing the report from the liquidator and auditors.