THEsole shareholder by simplified company with single shareholder (SASU) has the power to take the decisions that have an impact on the operation and existence of the company. Below is the full list of powers de l 'shareholder unique as well as decision-making procedures.
Decisions of the sole shareholder in the SASU.
L 'sole shareholder of the SASU a le power to exercise the power attributed to the collective of shareholders of the pluripersonal SAS. The sole shareholder is the only one with the power to decide:
- Operations relating to capital (capital increase or capital reduction);
- The operations of fusion, split andpartial contribution of assets.
- The choice of curators Asked accounts ;
- The approval of company accounts (the sole shareholder must have approved them beforehand) and the distribution of the results;
- La transformation to from the SASU to another type of company;
- La dissolution of the SASU and its liquidation.
In the situations mentioned above, the sole shareholder cannot transfer his power to a third party. He must take the decision himself (failing this, the decision can be canceled at the request of any interested person).
The other decisions that affect the functioning of the SASU (transfer of the head office or modification of the denomination company or head office social, etc.) can also be taken unilaterally, but only by thebody provided for by the statutes of the SASU and in particular the sole shareholder or the president or another executive designated specifically to make the decision, or even a third party. Of course, the statutes of a SASU could stipulate that any decision involving a modification of the statutes must be taken solely by the sole shareholder (with the possibility of deciding to appoint the president of the SASU or end the functions of the president). Also, if the articles of association contain no wording, the rule will apply.
Decision-making methods of the sole shareholder in the SASU. SASU
Alone to make a decisionsole shareholder of the SASU take them alone decisions. No quorum, majority or other condition applies to the SASU.
If he is not the chairman, the sole shareholder must make his decisions with full knowledge of the facts. This is why the president is responsible in this case for preparing the investigation report to complete his knowledge. After the decision has been made and documented in the minutes of the sole shareholder's vote, then recorded and signed in a register specific in accordance with the rules and regulations laid down in the constitution.
In the opposite scenario, the sole shareholder takes an action which he records in the minutes. He must ensure that his decisions are taken in the interest of the company, and in particular not to confuse the heritage of the SASU with his own.
Publication of the decisions taken by the sole shareholder of the SASU. SASU
Some decisions taken by the sole shareholder of an SAS U must be accompanied by the fulfillment of public relations formalities and, in particular, the publication in the newspaper of announcements relating to legal questions as well as the rectification of the information which appears in the register of commerce and companies. These are usually decisions that modify the statutes of the SASU: SASU :
- Transfer of the registered office of the SASU. SASU,
- Change of the company name of the SASU,
- The change of president of the SASU. SASU,
- Modification of the corporate purpose of the SASU,
- SASU capital increase.
In the final phase, the profit distribution decision and annual accounts must be communicated to Registry of the Commercial Court within one month of the date of approval (two months in the case of electronic filing). A management report must be drawn up and made available to any interested person (this is not mandatory if only one partner is also a manager of the SASU and when the turnover of the latter does not exceed two of the three thresholds : the balance sheet total is 4 million euros and the turnover 8 million euros, and the average number of employees is equal to 50). For small SASUs that are not registered, a request to keep the annual account (confidentiality measure) can be made under certain conditions.
The sole shareholder of a SASU makes decisions that are considered unilateral. He is the only one to have the power to decide on decisions which belong to the community of SAS shareholders. For all other cases, the statutes of the SAS make it possible to determine the person who is authorized to make decisions. Some decisions must be announced.
