Decision-making in a simplified share business (SAS)

Verified 26 September 2025 - Directorate of Legal and Administrative Information (Prime Minister)

In a simplified share business (SAS), decisions are made collectively. They can be taken in assemblies (AGO: titleContent or AGE: titleContent), by written consultation or by deed.

Only certain decisions must be made by the partners according to the law. All others can be freely organized by the statutes, which define the decision-making modalities.

Decisions reserved to SAS partners

Certain important decisions relating to the life of the business must be made by the partners of an SAS. They can be grouped into several broad categories:

Transactions related to the share capital structure :

  • Capital increasedepreciation, amortization or reduction of capital
  • Any adoption, modification or deletion of a statutory clause providing temporarily that shares may not be sold
  • Any adoption, amendment or deletion of a statutory clause imposing rules in the event of a change of control of the business

Restructuring operations :

  • Merge or split
  • Partial contributions of assets subject to the division regime
  • Transformation into another business
  • Transfer of registered office to another EU countryEU: titleContent
  • Dissolution of business

Operations related to the governance, control and oversight of senior management :

  • Appointment of Statutory Auditors
  • Approval of the annual accounts and allocation of profits
  • Amendment or adoption of a approval clause or exclusion
  • Review of agreements between the business and any of its officers or partners

Please note

Decisions that requireunanimity of the partners must be taken collectively by the partners of SAS.

When the business undergoes a backup or a judicial recovery, it shall convene a general meeting to submit one of the following amendments for the approval of the members:

Please note

If the director does not consult the partners to make one of these decisions, he is liable to a fine of €7,500 and to 6 months in prison. The decision may be set aside at the request of any interested person (e.g. a partner).

When a decision is taken that changes the statutes or the composition of the corporate bodies of its business (chairman, chief executive officer, etc.), the decision must be made public. Indeed, it must be published on a support authorized to receive legal announcements and the significant change must be recorded in RCS: titleContent and at RNE: titleContent. The amendment must be made on the website of the companies' formalities desk:

Window of company formalities

Decisions that may be entrusted by the articles of association to the members of SAS

In some cases, a collective decision is not required by law, but may be required by the statutes. These decisions may include:

This means that these decisions can therefore be made either:

  • By the President, the board of directors, the controlling partner or in any other way
  • By the community of partners

Example :

It is often the case that the statutes provide, just after the registered office has been indicated, that its transfer may be decided by the president. In this way, it can directly amend the articles of association without the consent of the members.

In case of silence of the statutes, decisions must be taken:

  • Collectively by the partners in the event of a change in the articles of association
  • By the president in the event of no amendment to the statutes

The statutes of the business shall freely determine the conditions and the shapes in which the collective decisions of the partners are taken: consultation in general meeting or in writing, drawing up of a deed signed by all the partners (minutes of the decisions of the partners).

Meeting of an Assembly

Decisions may be taken by the partners of SAS in ordinary meeting or in extraordinary meeting. The type of meeting depends on the nature of the decision. Indeed, as soon as a decision affects the statutes of the business, it is taken in an extraordinary meeting. The other decisions are taken at an ordinary meeting.

Who can call the meeting?

Meetings must be convened by the president.

If he does not call the partners, he may be one of the following persons:

  • External Auditor, if there is one
  • Legal representative designated by the partners

FYI  

  • In the event of the death of the President, the partners must convene a meeting to appoint a replacement.
  • If the manager is placed under guardianship, it is legally precluded and must be replaced by a decision of the members.

How are the assemblies convened?

It is the statutes that set the deadlines and the methods of convening assemblies of associates.

The partners can be summoned by mail or by electronic means.

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Summons by post

Summonses must be sent by registered letter at least 15 days before the meeting unless the statutes provide for a longer period.

The notice of meeting must indicate the agenda of the meeting and the date, time or place of the meeting.

A number of documents must also be sent to the partners, which may vary depending on the type of meeting called.

Ordinary General Meeting (AGO) or Extraordinary General Meeting (AGE)

Within 15 days before the date of the meeting, the following documents must be sent to the partners:

  • Text of proposed resolutions (decisions to be taken)
  • Report by the President
  • When the thresholds are crossed : a report by the External Auditor

FYI  

These documents must also be made available at the seat of the business. The retention period varies according to the nature of the documents.

Annual Ordinary General Meeting (AGOA)

THEAGOA is the form of consultation generally used for theapproval of the annual accounts business.

In this context, at least 15 days before the date of the meeting, the following documents must be sent to the partners:

  • Text of proposed resolutions (decisions to be taken)
  • Chairman's Management Report
  • Annual accounts (balance sheet, income statement, appendix)
  • When the thresholds are crossed : a report by the External Auditor
  • When the business belongs to a group of businesses:
    • Consolidated accounts
    • Group Management Report

FYI  

The inventory of the business must be made available to the partners at the business' headquarters. They cannot make a copy of the document.

Electronic summons

Partners may be called to a meeting electronically. This must be asked of them and they must give their agreement at least 20 days before the date of the meeting fixed.

The agreement of the partners is valid for all future meetings.

When they have given their consent, the partners are summoned by email to the address they have provided.

Summonses must be sent at least 15 days before the meeting unless the statutes provide for a longer period and the agenda of the meeting must be indicated.

Ordinary General Meeting (AGO) or Extraordinary General Meeting (AGE)

In a 15 days before the date of the meeting, the following documents must be sent to the partners:

  • Text of proposed resolutions (decisions to be taken)
  • Report by the President
  • When the thresholds are crossed : a report by the External Auditor

These documents must also be made available at the seat of the business.

Annual Ordinary General Meeting (AGOA)

THEAGOA is the form of consultation generally used for theapproval of the annual accounts business.

In this context, at least 15 days before the date of the meeting, the following documents must be sent to the partners:

  • Text of proposed resolutions (decisions to be taken)
  • Chairman's Management Report
  • Annual accounts (balance sheet, income statement, appendix)
  • When the thresholds are crossed : a report by the External Auditor
  • When the business belongs to a group of businesses:
    • Consolidated accounts
    • Group Management Report

The inventory of the business must be made available to the partners at the business' headquarters. They cannot make a copy of the document.

Written Consultation

The members may decide in the articles of association to take collective decisions (all or part) through a written consultation. This is a remote consultation performed by connecting channel.

What are the steps prior to the decision of the partners?

Before a decision is made by written consultation, a number of documents must be sent to each of the partners.

These documents (management reporttexts of draft decisions, etc.) must be sent by registered letter.

FYI  

If the written consultation is foreseen, the statutes may decide that theno response of a partner within the time limit shall be deemed to be refusal, forbearance or approval, as provided.

How are decisions made during a written consultation?

A decision shall be adopted if the members who took part in the vote represent more than half of the shares.

Example :

A business has 20 shares distributed among 5 partners. In order for a decision to be adopted, the partners who took part in the vote must represent 10 shares of the business.

Do we need to draw up a report?

After each meeting of partners, a minutes containing a certain amount of information must be drawn up in order to establish a record of the decisions taken.

In particular, it shall contain the following information:

  • Date and place of meeting
  • Convening Mode
  • Agenda
  • Name, first name and role of the president
  • Names and forenames of the partners present or represented with the indication of the number of shares held by each
  • Documents and reports submitted to the Assembly
  • Summary of the debates
  • Texts of resolutions put to the vote (subjects on which decisions must be taken)
  • Results of votes

These decisions should be listed in the register of minutes of the business.

Minutes may also be kept and signed in electronic form if the statutes so permit.

Decision taken in an act

The members may provide in the articles of association that certain decisions are taken in a unanimous act signed by all the members. This practice is generally used in the case where there are a small number of partners.

This decision-making process is quick and does not require a call (as is the case for a meeting) or a response time (as is the case for a written consultation).

There are several conditions that must be met in order to adopt collective decisions: voting rules and majority rules.

What are the voting rules?

A partner may not be deprived of his or her right to vote. Every partner has the right to participate in collective decisions and to vote. The statutes may derogate from this rule only in the cases provided for by law.

The articles of association may, however, allocate to certain members a number of votes different from that granted to others. We're talking about multiple voting rights).

What are the majority rules for adopting decisions?

The statutes shall determine the conditions for majority and, where applicable, the conditions for quorum collective decisions. The statutes may not provide that a decision may be taken by fewer than simple majority.

Example :

A business has 20 shares distributed among 5 partners. In order for a decision to be adopted, the shareholders who took part in the vote must represent 11 shares of the business.

The statutes may provide for a higher majority (qualified majority,unanimity), but never less than a simple majority. This rule applies to all collective decisions, whether provided for by law or by the articles of association.

What decisions require the unanimity of the partners?

Some decisions are still made tounanimity :

  • Amendment or adoption of a approval clause or exclusion
  • Examination of agreements concluded between the business and one of its officers or certain partners
  • Any adoption, modification or deletion of a statutory clause providing temporarily that shares may not be sold
  • Any adoption, amendment or deletion of a statutory clause imposing rules in the event of a change of control of the business
  • Appointment of one or more contribution commissioners in the context of a capital increase in kind without having to go through the judge
  • Increase in capital by raising the nominal amount of the shares if it is not an incorporation of profits, reserves or issue premiums
  • A merger or division operation that increases the liabilities of the partners of one or more businesses
  • Decision not to draw up a written report on merger or division operations concerning only SAS
  • Appointment of an independent expert to evaluate shares that the business plans to buy back under a buyback program without having to go through the judge
  • Change of nationality of the business

In case of silence of the statutes, the following decisions shall also be taken unanimously:

If a decision is taken when it should have been submitted to the vote of all the partners, the decision may be annulled at the request of any interested party.

The same applies to decisions that do not respect the shapes and conditions set by the statutes (written consultation, meeting of a meeting, rules of quorum and majority, etc.).

FYI  

If any document (e.g. minutes) contains false or misleading information, it may constitute a fake handwriting.

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