Making the Simplified Joint Stock Company (SAS) requires following a certain number of procedures and complete some formalities : choice of name, determination of the registered office, appointment of a contribution/auditor, drafting of the articles of association, publication of a legal opinion and sending of a file to the registry of the commercial court. Foundation-company-ricard describes all the formalities necessary to perform the creation of an SAS. Here are the steps to be continued :
- Meet certain conditions
- Select the company name of the SAS
- Fix the registered office of the SAS
- Establish the duration of the SAS
- Summarize the contributions to the SAS
- Drafting the statutes of the SAS
- Publish a Notice of Incorporation in a JAL
- Send a creation file to the CFE
Guarantee the respect of the essential criteria for the foundation of an SAS
In principle, there are no obstacles to be a shareholder of a Simplified Joint Stock Company. This quality is accessible to all, without distinction of age or nationality. However, protective provisions apply to non-emancipated minors and persons under guardianship or curatorship. No incapacity prevents membership in an SAS.
Furthermore, if theactivity is governed by laws, it is necessary to check that all the regulatory criteria are met (diploma, experience, registration with a professional order, authorization, etc.).
Select the name of the SAS
Airlocks must be equipped with a title. As far as company law is concerned, this is a corporate name. This is a way to distinguish it from other companies. In this context, it is essential to check to see if the selected company name is not already used by another company and protected with the National Institute of Industrial Property (INPI).
In addition, the corporate name chosen by an SAS must be in line with good morals and the law. It should not lead to confusion.
When the company wishes, it can protect its corporate name once created.
Establish the legal domicile of the SAS
Another important element to take into account for the SAS is the choice of his legal domicile. It must select an address for the exercise of its activities. This can be the personal residence of the president or a place that she owns or rents. If the occupation of the president's residence is not authorized, the maximum duration cannot exceed 5 years from the date of registration.
The SAS must be able to demonstrate that it has the use of the premises. To do this, it must provide proof (rent receipt, copy of the commercial lease contract, etc.).
Determine the period of the SAS
La period of a company is the time during which the associates wish to work together in the structure. They can opt for a period in number of months or years (which must not exceed 99 years); but not only.
They can designate that the arrival of a particular event will mean the end of the society or that the society will end on a specific date.
Inventory of contributions to the capital of the SAS
The shareholders of an SAS can provide contributions which will constitute (or not) social capital of the society. There are three types:
- cash contributions : these are cash donations;
- contributions in kind : these are donations of goods other than sums of money;
- And the contributions to industry : these are contributions of knowledge or provision of services (unlike other contributions, they do not enter into the social capital).
Funds representing contributions in cash must be deposited in the bank, at the deposit and consignment fund or with a notary. They will be unlocked on presentation of the Kbis extract by the president. When forming, they must be cleared by at least half (the rest must be poured within 5 years).
Partners must assign a value to contributions in kind (if they exist). The amounts thus allocated must be verified by an auditor, except in the following cases:
- Contributions in kind, taken together, represent less than half of the share capital,
- Each contribution in kind, taken individually, has a value of less than 30 euros.
When the partners do not use a professional or if they allocate a value higher than that recommended, they remain responsible for this amount for five years.
Compose the statutes of the SAS
After that, the associates must write the statutes of the SAS. As the law does not give directives on a large number of points, it is essential to pay particular attention to them.
Mandatory information of the SAS statutes
Here is the list of mandatory legal provisions for all commercial enterprises :
- Identity of the partners who will sign the articles of association,
- Legal form (Simplified Joint Stock Company),
- Duration of SAS,
- SAS name,
- Object of the SAS,
- SAS head office,
- Amount of share capital and, where applicable, information relating to variable capital,
- Characteristics related to contributions (deposit of money for contributions in cash, valuation of contributions in kind, rules governing contributions in industry),
- Identity of the auditor.
Some articles are SAS-specific ; include the following in particular:
- Structure and powers of governing bodies, as well as the rules governing their operation,
- Appointment of the first president (mandatory in the articles of association – the following managers can be appointed by collective decision of the partners),
- Form and conditions of the decisions of the partners,
- Form of the shares (nominal or bearer under certain conditions),
- Nature of the rights attached to the shares and their number by category,
- Share of the share capital represented by each category of shares issued or the nominal value of the shares that compose them,
Optional information from the SAS statutes
Finally, the SAS statutes may contain other articles (optional because not required by law):
- Clauses governing the sale of shares (approval clause, pre-emption clause, tag-along clause, disclaimer),
- Operation of associate current accounts,
- Opening and closing dates of the accounting year,
- Operating methods for current accounts (conditions for opening, remuneration, reimbursement, etc.).
A statement of the acts carried out on behalf of the company being formed may, where applicable, be included in the appendix to the articles of association.
The founding partners must sign the definitive statutes of the SAS. Each of them must receive an original copy. Registration with the tax office is no longer compulsory, but registration fees can sometimes be paid.
Publish a creation of SAS in a journal of legal announcements
Outsiders must be informed of the main properties of the newly formed SAS. A legal notice of incorporation of SAS must then be distributed in a newspaper having the authorization to publish it: a newspaper of legal announcements (JAL). Various specifications must be present in this announcement:
- The nature of the company (SAS or simplified joint-stock company),
- The name, the purpose (in summary), the duration and the registered office of the SAS,
- The amount of share capital,
- The procedures for access to general meetings and the conditions for exercising the right to vote,
- The presence and the main characteristics of the approval clauses,
- The identification of the leaders (president, general manager),
- The identification of the statutory auditors (incumbent and alternate),
- The locality of the registry of the competent court to carry out the registration of the company.
Send an incorporation file to a CFE or a commercial court
This is thefinal step for the creation of an SAS. It is necessary to compile a file and send it to the registry of the commercial court or to the business formalities center (CFE). The parts to add are:
- A copy of the articles of association signed by the partners,
- A certificate of publication of the legal announcement in a JAL,
- A copy of the contribution auditor's report (in the event of a contribution in kind),
- A completed and signed “M0” form,
- A copy of the President's ID,
- Proof of occupation of the premises declared as the registered office,
- A sworn declaration of non-conviction and a certificate of parentage,
- And a check made out to the registry of the commercial court for the payment of incorporation fees.
Once the file has been submitted, a receipt for the business creation file is given. At the end of the operation, the SAS is registered and a Kbis extract is issued to the company. The latter will, among other things, free up funds.
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