Le manager of an SAS is assigned prerogatives particular in order to perform one's duties. Foundation-company-ricard presents in this article the rights of the president of the SAS towards the partners and Tiers.
To fulfill its role as CEO of SAS, it has some specific powers. Foundation-company-ricard discusses in this article the attributions of the chairman of SAS in relation to the partners as well as in relation to Tiers.
Le manager of an SAS holds principles which are particular to him and which allow him to carry out its activities. Foundation-company-ricard analyzes in this article the rights of the chairman of SAS towards the partners as well as Tiers.
Prerogatives of the president of an SAS vis-à-vis the members
Regardless of what is provided for in the SAS internal regulations, the capacities of the president are limited by the social object of the firm. The director performing an act outside the corporate purpose of the company may incur liability.
Otherwise, the president of SAS cannot exercise the prerogatives which are reserved for other structures of the company, and in particular those of the assembly of members: transformation of the articles of association, appointment of an auditor, transformation into another company structure, etc.
The associates of SAS freely determine in the articles of association the extent of the powers of the president of SAS. They also have the option:
- to authorize the president to make certain amendments to the articles of association (change of corporate name, modification of the corporate purpose, Etc.),
- to provide for the introduction of prior permission from members or from a specific body for certain operations: large loans, sureties, acquisition of real estate, etc.
It is therefore possible (and also recommended) to further or less limit the powers of the chairman and also to create other management and/or control mechanisms (general manager, management committee, board of directors, etc.).
The attributions of the legal representative of the SAS towards third parties
The president of SAS, in its capacity as legal representative, holds the more extensive powers to replace society with regard to others.
This right is of a legal nature and cannot be taken away from it, which provides security for those who do business with the structure. Any clause different from the statutes is null.
Please note: : vis-à-vis third parties, the Chairman of SAS exercises the same powers as the manager of LLC.
The Chairman of SAS begins to exercise his powers from the publication of his appointment as president.
Limitation of the powers of the Chairman of SAS in relation to the corporate purpose
In its relations with others, society is also committed to the actions of the president that do not fall within the scope of the corporate purpose, unless the company can demonstrate that the third party knew that the action goes beyond this object or that it could not have been unaware of it in the circumstances.
Limitation of the powers of the chairman of SAS stipulated in the articles of association
When the articles of association provide for restrictions on the powers of the Chairman, these provisions are not enforceable against third parties. They only have value within the framework of the president/partner relations.
