Foundation-company-ricard provides solutions to the dismissal of the president of a simplified joint-stock company (SAS). There législation does not include specific provisions for this case. There shelving is only possible if the statutes le provide and indicate the procedure to be followed.
La dismissal of the president can only be implemented if the SAS statutes le provide. The legislation remains silent about the ability of SAS members to dismiss their president when he has the possibility of to resign.
The articles of association may contain a cancellation for legitimate reason (as set out for the dismissal of the manager of SARL) or a free cancellation, i.e. without causes. They must, of necessity, indicate the method to be applied. This includes :
One must be careful when drafting the statutes. If, for example, they mention that the community of members has the right to cancel the president of SAS and that the latter is a member of the company, he can take part in the vote concerning his cancellation.
Le right of revocation should not to be used in a way illicit, which may result in the payment of damages for the benefit of the President.
A procedure similar to that in force for amicable revocation applies here. So that a judicial dismissal of the manager of an SAS is admissible, the statutes necessarily have to provide.
The articles of association must also indicate the conditions under which the referral to the commercial court can be done. It could be :
For the application to be admissible, it must be based on a legitimate reason. The goal is to prove that the decisions or the behavior of the president no longer agree with the interest of the SAS. Here are some examples:
In case of'urgency for the company, the president of the commercial court has the possibility of deciding referred. This speeds up the procedure considerably.
The procedure to be followed for the dismissal of the president of an SAS is as follows:
-The general meeting of shareholders must adopt a specific resolution, by a majority of the votes of the shareholders representing at least half of the shares making up the share capital.
-The president may challenge the decision before the competent court.
The main difference between the dismissal and the resignation of the president of an SAS is that the dismissal is a decision taken by the general meeting of shareholders, while the resignation is a decision taken by the president himself. In the event of a dismissal, the president may challenge the decision before the competent court.
The term of office of the chairman of an SAS is determined by the general meeting of shareholders. The term of office of the president may be for an indefinite period or for a fixed term.
