How is the distribution of power organized? One of the great advantages for you to choose the simplified joint stock company (SAS) is the freedom granted to co-founders to determine the distribution of their decision within the company. The one-person form of the SAS, the SASU, does not pose a problem of distribution of power since the sole partner is responsible for establishing the operation of the company …
Regarding particularly important changes, shareholders should collectively rule. This is notably the case for certain statutory modifications such as the change in partners’ commitments, capital modifications, the appointment of an auditor, the approval of the accounts, the dissolution or even when it is a question of transforming society in another form.
The drafting of the statutes is a fundamental step, because they will provide all the elements of decision-making framework within the SAS.
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How are decisions made?
The power of each shareholder depends on their weight in the share capital. All the terms and conditions are determined in the articles of association. Shareholders can be consulted in any way (by written document, by videoconference, etc.). However, it is most often done in general meetings. These procedures may be different depending on the importance of the decisions.
For example, the works council can make a legal claim, in case of emergency, the appointment of an agent responsible for convene a general meeting associates, or send representatives to attend meetings and rule on matters requiring unanimity. The procedures for exercising the rights of works council delegates will be laid down in the articles of association.
During the assembly meeting, it is often the chairman who convenes all the partners and sets the agenda. This varies depending on the nature of the decisions. The articles of association will also provide for the person who will ensure the convocation of the partners in the event of default of the one who had this office. The deadlines and methods of convening are also fixed freely, it is nevertheless essential to be able to provide proof of the convocation and to ensure a reasonable period of time in order to take note of the essential information. In practice, around 15 days are set when the shareholders know each other in the company (for the largest SAS) and around 8 days when they know each other.
All SAS members can participate in meetings, regardless of their power in the SAS, provided that they are registered in the register of partners.
The statutes freely determine the quorum and majority conditions. On the other hand, for certain important decisions, the law requires a majority. The articles of association generally provide for a quorum, even a small one, this means that the validity of the meeting is subject to the presence of shareholders with a minimum number of shares. As for the majority, the articles of association can provide for a relative, absolute or further strengthened and qualified, a right of veto, etc.
The statutes must also organize the right of information according to the needs of the partners and mention the information to which they can access.
The alternative to meeting in assembly is written consultation. This makes it possible not to physically bring together all the shareholders. Again the statutes will have to organize all the procedures and in particular the response times to take into account all the votes.
Finally, if the statutes provide for it, the decision can be taken in a single act which must be signed by all the partners at the risk of being void if one of them invokes its absence of signature.
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