SAS company: what is needed in the Articles of Incorporation?

SAS company

What is the required information to be included in a commercial company Memorandum of Articles of Incorporation?
If you wish to create a SAS the French Commercial Code  must state in the articles of association some mandatory information

The mandatory information requested to comply with Article L 210-2 of the French Commercial Code are listed below and are quite basic:
• legal form
duration (maximum 99 years)
• company name
address of registered office
• key commercial activities to be performed (it cannot be too broad such as general trading)
• amount of  share capital

But this list is not exhaustive! You should also add other information in order to simplify the day-to-day management of the company and to anticipate certain situations (eg company liquidation or IN/OUT partners and shareholders, etc …). You may also add the following:

– Valuation of capital
• If you want to bring to the capital non moveable assets for instance, the valuation by auditors will be add to the AR
• the identity of the contributors
And • the identity of the beneficiaries of particular benefits and the nature of the benefits.

– Oerations of the company
• the identity of all natural or legal persons who have signed the Articles.
• the conditions under which the company is managed: they are organized freely by the shareholders, and in particular provide for the appointment of a Chief Executive Officer or a Deputy Chief Executive Officer, but the appointment of a Chairman is mandatory To exercise the broadest powers to act within the limits of the corporate purpose and the chairman who represents the company with regard to third parties.
• the decisions to be taken collectively by the shareholders and the forms and conditions of such decisions (Article L 227-9 of the French Commercial Code). It should be noted that this same article provides a list of decisions that are taken collectively. They correspond to all the powers granted in various board meeting related to capital increase or decrease,  merger or liquididation of the company, the appointment of an auditor, etc..
• the identity of the auditor if appointed as soon as the company is incorporated.
• stipulations concerning the composition and powers of the various company boards.
• provisions related to the allocation of earnings, the creation of reserves and the distribution of the liquidation surplus.

– Shares
• for each class of shares issued, the number of shares and the nature of the special rights attached to them and, as the case may be, the share capital it represents or the nominal value of the shares comprising it.
• the form, either exclusively in registered form or in registered form or in bearer form, of the shares.
• in case of restriction to the free negotiation or transfer of shares, the special conditions to which the approval of the transferees is subject.

To conclude, do not limit yourself to mandatory information!
It is far from enough to anticipate the smooth running of your company! If your Articles of Incorporation are not specific enough, you will increase the risk of having conflicts with your associates and potential disputes.

More information on our Company Formation page.

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