A transformation at the level of the presidency of a simplified joint stock company (SAS) involves special procedures. Here is an explanatory sheet revealing the steps to follow to modify the president of an SAS :
- Examine the articles of association to appoint the new leader,
- Inform third parties by publishing a legal notice,
- Update the information recorded in the RCS.
Reasons for the change of the president of an SAS
Le president and l'general administrator of a SAS may be required to quit their job for various reasons :
- Death one of the two;
- Resignation ;
- Revocation (under the conditions specified by the articles of association);
- expiration their corporate office;
- Transformation ou dissolution of the SAS.
Replacement of the chairman of the SAS
Usually the conditions for appointing the Chairman and Chief Executive Officer are specified in the SAS statutes. These include, among others:
- La majority necessary to impeach,
- The ways to exercise the vote (decision taken by the shareholders, general meeting, possibility of voting by post, etc.).
In most circumstances, a General Meeting is called to declare the replacement of the president / managing director :
- Acknowledgment of the resignation, announcement of the dismissal or the expiry of the mandate of the former manager and
- appointment of new leader
When the president or the managing director is appointed in the statutes, the relative article must be modified (for more information on this subject: modify the statutes of an SAS).
Highlighting the legal announcement of the change of president of an SAS:
It is necessary for third parties to be informed when a chairman or general manager is replaced (the managers with the power to bind a company appear on the K-bis extracts issued by the clerks of the commercial courts). That is why, within one month of the date of the report, un special notice must be published in a journal of legal notices covering the department of the SAS head office.
For this, a notice of legal announcement of change of chairman or general manager of an SAS should include some mandatory information :
- the corporate name of the SAS with its acronym,
- the form of the company (SAS in this case),
- the address of the SAS's head office,
- the SAS's unique identification number,
- the amount of the share capital of the SAS,
- the mention RCS specifying the name of the city of the registry where the company is registered and
- an indication of the changes made (former and new president).
Formalities for changing the president of an SAS: filing a file with the registry
The SAS must file a dossier au business formalities center or at the registry of the commercial court directly. It is also possible to provide the document online. THE vouchers that it must contain are as follows:
- Minutes of the meeting certified true by the president;
- Copy of the updated statutes, certified true to the original (if the president was designated in the statutes);
- Certificate of publication in a journal of legal announcements (JAL);
- Sworn statement of non-conviction and filiation of the Chairman or the Chief Executive Officer;
- An original K-bis extract less than 3 months old (when the President is a legal person – company)
- Double-sided copy of the national identity card or a valid passport;
- Form M3 declaration relating to managers and other persons linked to the company;
- Check payable to the registry of the commercial court for payment of executive replacement costs.
Any change of SAS manager (president or general manager) requires special formalities. They are limited in the case where the company is single-member (SASU)
You will also find on the subject of changes to the statutes of SAS:
