Only one partner can replace the manager of his SASU, under certain conditions. Of the formalities are then required. here are the steps to proceed with a change of president of SASU:
- Appoint the new president in a decision report of the sole shareholder,
- Publish a legal notice regarding the change,
- Submit a complete file to the registry of the commercial court or to the business formalities center.
Reasons for a change of president for a SASU
Le CEO of a SASU may be replaced for the following reasons:
- expiry of his term of office or occurrence of an event defined in the articles of association,
- démission according to the conditions established by the articles of association (notice, justification, etc.),
- revocation by the sole shareholder according to the conditions provided for in the articles of association (causes, deadlines, etc.),
- appearance of a personal situation ofimpediment (disqualification from practicing, death, incapacity, personal bankruptcy),
- processing or liquidation of the SASU.
Procedure for appointing the president of the SASU
The most appropriate way to know the process to follow to appoint the president of a single-person simplified joint-stock company (SASU) is to refer to the statutes of the SASU. In other words, this prerogative belongs to the sole shareholder who must make his decision in the form of a decision of the sole shareholder of the SASU and record this information in a specific report.
Once the decision is made, formalities are necessary. They depend on the method of initial appointment of the president:
- if he was named in the statutes : the sole shareholder must modify the statutes of the SASU and mention the name of the new president;
- if he was named in a separate document : he must write a record decision of the sole shareholder.
The minutes must include a special mention:
Decision number [number] – Replacement of the president
The sole shareholder decides to appoint as new chairman [Last name and first name of the new president], moreover [Full address of the new president], for a time [unlimited or limited]. At the same time, the sole shareholder acknowledges the resignation of [Surname and first name of the resigning president] of his duties as Chairman notified on [Date of notification of resignation] ou of the death of [Surname and first name of the deceased president] occurred on [Date of death] ou the non-renewal of the mandate of [Last name and first name of the former president].
[Last name and first name of the new president] will exercise its functions in accordance with the laws in force and the provisions contained in the articles of association. He made it known that he accepted these functions and that he was not subject to any incapacity which would prevent him from doing so.
If the president is named in the statutes, the following paragraph should be added:
The sole shareholder decides to modify as follows the article [Modified article number]: [New statutory provisions]
Steps to follow for the change of the president of a SASU
Broadcast a legal notice in a JAL
When a company's corporate officers are replaced, it is essential to notify third parties with links to it. To do this, a notification called "legal announcement" must be published in a newspaper authorized to distribute it: a newspaper of legal announcements. This disclosure must be made during the month according to the decision of the sole shareholder.
It is necessary to include a certain number of mentions. For more information : model of legal announcement of change of president of SASU.
Submit a complete file to the registry or the CFE
To finalize the procedure for changing the president, all you have to do is subscribe to a file and file it at the registry of the commercial court or at the business formalities center (CFE). This process, which can be done online, entails the modification of the information registered in the Trade and Companies Register (RCS). After this legal formality, a new Kbis extract is issued. Here is the list of documents to provide:
- A copy of the sole shareholder's decision report,
- A copy of the updated statutes (if named in the statutes),
- A copy of the certificate of publication in a journal of legal announcements (JAL),
- A sworn statement of non-conviction and filiation of the new president of the SASU,
- An original K-bis extract less than 3 months old (when the new president is a legal entity),
- A copy of both sides of the national identity card or a valid passport (when the new president is a natural person),
- An "M3" declaration form relating to the directors,
- A check payable to the registry of the commercial court for the payment of formalities.
The replacement of the president of a SASU requires following a specific method including a legal ritual and publicity formalities.
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To read also on the subject of the modifications of the statutes of SASU:
- The transfer of the registered office of a SASU
- Changing the company name of a SASU
- Modification of the corporate purpose of a SASU
- The increase in the share capital of a SASU
What is the process for changing the president of a SASU?
Answer: The process for changing the president of a SASU is as follows: the first president must address a letter to the general meeting of partners to resign from his position and propose a new president. The majority of the partners must then vote in favor of the new president and a decision must be made.
Who can be elected president of a SASU?
Answer: Any partner of a SASU can be elected president. However, a partner cannot be president if he is in personal bankruptcy.
What documents must be produced by the new president?
Answer: Once the new president has been elected, he must produce the following documents: a declaration of appointment and a certificate of civil liability insurance. He must also produce proof of his identity and the documents necessary to open a bank account for the SASU.
