What to Include in Your SAS Articles of Associations

The Articles of a SAS Are the Company’s Constitution and Must Cover Everything the Company Needs to Function

The SAS articles serve simultaneously as the company’s constitutional document (defining the fundamental structure of power and ownership), its operating manual (specifying who takes which decisions and how), and its contractual framework for the relationship between shareholders (share transfer restrictions, exit rights, dispute mechanisms).

In a SARL, most of what matters in governance is prescribed by law — a SARL with thin articles can still function because the law fills the gaps. A SAS with thin articles cannot function well, as the law does not address all aspects of its functioning and leaves them to the founding shareholders to determine. It is therefore important to ensure that the articles of a SAS are drafted with precision, and that they are complete and forward-looking.

Drafting SAS Articles: From Statutory Minimum to Contractual Freedom

Layer 1 — General Mandatory Content (Arts. L 210-2 and R 224-2)

Every SAS must include in its articles the six elements required for all commercial companies by Article L 210-2 of the French Commercial Code: the legal form, the duration — which may not exceed ninety-nine years — the corporate name, the registered office, the corporate purpose and the amount of the share capital.

In addition to the information required by Article L 210-2, Article R 224-2 requires the articles to specify:

1. for each class of shares issued, the number of shares and the nature of the specific rights attached to them and, as the case may be, the proportion of the share capital they represent or the nominal value of the shares composing that class;
2. the form of the shares, whether exclusively registered or either registered or bearer;
3. where the free negotiation or transfer of shares is restricted, the specific conditions governing the approval of transferees;
4. the identity of any contributors in kind, the valuation of the contribution made by each of them and the number of shares allotted in consideration;
5. the identity of any beneficiaries of special advantages and the nature of those advantages;
6. the provisions governing the composition, operation and powers of the company’s governing bodies;
7. the provisions concerning the allocation of profits, the constitution of reserves and the distribution of the liquidation surplus;
8. the identity of every natural or legal person who signed the articles or the draft articles, or on whose behalf they were signed.

The corporate purpose should be drafted broadly enough to accommodate foreseeable operational developments without needing amendment, but precisely enough to provide meaningful guidance. The duration of the company may not exceed ninety-nine years, although it may be renewed.

Layer 2 — SAS-Specific Mandatory Content (Arts. L 227-5, L 227-6, L 227-9)

The SAS-specific mandatory content is set out in Article L 227-5 and the surrounding provisions. If the articles omit this content, the company risks operational difficulties, even paralysis.

Appointment of President and Conditions of Management

The articles must define the conditions under which the company is managed: how the president exercises their functions, how other management organs relate to the president, and how authority is allocated between management and shareholders. The articles must also specify the conditions for appointing the president — who proposes a candidate, who votes, what majority is required, what term if any. A SAS whose articles specify only that “the president is appointed by the shareholders” but say nothing about majority or procedure has an incomplete article: in the event of disagreement, there is no mechanism to resolve the appointment.

Collective Shareholder Decisions: Which and How (Art. L 227-9)

The articles must identify which decisions must be taken collectively by shareholders and define the forms and conditions. The law mandates certain decisions by shareholders as an absolute floor — capital changes, transformation, dissolution. Beyond these, the choice of what requires shareholder approval is entirely the founders’ prerogative. The forms for collective decisions are equally important: shareholders can meet in assembly, be consulted in writing, or take decisions in a deed signed by all. The SAS can permit any form the articles provide for, including informal meetings and written resolutions without quorum. The articles must specify, for each category of decision, which form is required and what majority applies.

Layer 3 — Optional but Practically Indispensable

Removal of the president: there is no statutory default. A SAS whose articles say nothing about removal has a president who can only be removed under the general conditions of civil contract law — cumbersome and uncertain. Founders must decide in advance: simple majority or supermajority; cause or no cause; compensation conditions; who has standing to initiate. Share transfer restrictions: any transfer made in breach of SAS articles is null and void (Art. L 227-15). The articles can provide: inalienability clauses (maximum 10 years, Art. L 227-13); pre-emption rights; approval (agrément) clauses requiring company consent; change-of-control clauses. Each must specify triggering events, valuation mechanics, time limits, and consequences of non-exercise. Shareholder exclusion (Art. L 227-16; since 2019 same adoption regime as approval, Art. L 227-17): triggering events, defence procedure (mandatory minimum — cannot be contracted out of), valuation of excluded shares. Profit distribution: ordinary shares pro rata; preference shares — waterfall mechanics, cumulation rules, participation after preferred return.

What the Articles Cannot Do: Mandatory Limits

No article can deprive a shareholder of the right to participate in collective decisions (Art. L 227-1; C. civ. Art. 1844). No article can increase a shareholder’s financial obligations without their consent. No clause léonine — a provision that exempts one shareholder entirely from losses or gives one shareholder all the profits (C. civ. Art. 1844-1). Clauses creating obstacles to competition rules or freedom of establishment are prohibited.

Form: Private Deed or Notarial Deed

SAS articles are almost always made by private deed — signed by all founders without notary involvement. Notarial form is required where a contribution includes real property subject to land registration. Electronic articles are valid under French civil law and are accepted by the Guichet unique electronic registration system, provided the conditions for electronic signature are met.

This article is for general information only. It does not constitute legal advice. SAS articles of association require fact-specific, professionally supervised drafting. Always seek qualified legal advice before finalising any set of SAS articles.