Decision-making in a Single Person Simplified Share business (SASU)

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

Decision-making in SASU is exercised by the sole shareholder, who holds all the powers normally granted to the shareholders of SAS. However, some decisions may be made by the chair. It is therefore important to clearly distinguish the roles of each when the president is not the same person as the sole partner.

All decisions that must be taken by the partners of a SAS are also imposed on theSASU single associate namely:

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

FYI  

In the majority of SASU, the president is also the sole partner, which simplifies the division of roles: all decisions are taken and executed by the same person. But when the president is a different person from the sole partner, the decisions of the aforementioned partner must be taken by the sole partner, and not by the president.

Some decisions are not necessarily made by the partner. But the SASU is a legal form that enjoys great statutory freedom. Thus, the statutes may provide for certain decisions to be taken or by the president, or by the sole shareholder. This is the case for the following decisions:

In the absence of statutory clause specific, these decisions are made by the sole shareholder.

FYI  

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 sole shareholder, when it is not the same person.

Every year, the president of the SASU has the obligation toadopt the annual accounts and the consolidated accounts, unless exempted, and to draw up a management report. SASU president faces fine of €9,000 in the event of non-compliance with this obligation.

However, the President shall be exempted from drawing up the management report if the business does not exceed, at the end of the financial year, two of the following three thresholds:

  • Balance sheet total: €450,000
  • Net turnover: €900,000
  • Average number of employees during the year: 10

FYI  

The exemption from the obligation to draw up a management report shall not apply to businesses whose financial securities are admitted to trading on a regulated company, financial institutions, insurance and similar undertakings, supplementary occupational pension funds and businesses, businesses which make use of donations from the public and companies which manage equity securities or securities.

The president of the SASU must then carry out the filing of annual accounts by transmitting various documents (annual accounts, management report or auditor’s report, if applicable) on the website of the company formalities office.

Please note

The sole partner approves the accounts before they are deposited by the President. If he is also president, he can follow a simplified procedure: deposit the signed accounts and inventory at the registry within 6 months of closure, without having to record this decision in the registry.

The sole partner of an SASU alone exercises the responsibilities normally assigned to the partners in an SAS. It cannot delegate these responsibilities to a third party. Decisions are made in the form of unilateral decisions unconditionally of quorum or majority, contrary to the decision-making in a SAS.

Decisions taken by the sole shareholder must be recorded in a register, which can be listed and initialed. It may also be held in electronic form. We're talking about register of decisions of the sole shareholder. It's a mandatory register in SASU, just like the securities movement register. In the event of non-registration or improper maintenance of the register, decisions may be annulled at the request of an interested party (e.g. creditor or heir). The register must be kept at the registered office for at least 5 years from the last decision.

FYI  

To make a decision, the sole partner must therefore draft a unilateral decision-making document. In practice, this document is very similar to a minutes of general meeting, while being adapted to the presence of a single partner.

Decisions having the effect of amendment of the statutes (transfer of the registered office, change of name, transactions involving the share capital, etc.) must then be published on a support authorized to receive legal announcements. This has the effect of making the decision public.

The change must then be transmitted to the website of the company formalities office :

Window of company formalities

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