La Anonimous society (SA) is a form of company that is most often employed in the context of large projects or companies listed on the stock exchange. It is important to note that SA is very complex and is not suitable for the majority of project leaders. We present to you the main legal characteristics of the SA.
We will not cover here the particular specificities linked to the SA whose securities are admitted to trading on a regulated market.
La Anonimous society (SA) is a form of business that is typically used for large projects or by publicly traded companies. It is important to keep in mind that the SA is very complex and is not suitable for the majority of project leaders. Here are the main legal properties of the SA.
We will not discuss here the particularities of the SA whose securities are authorized for trading on a regulated market.
The BUSINESSES that can be incorporated as an SA are those that are authorized and possible within the framework of legality. Whatever its purpose, an SA is a commercial company.
Certain activities must imperatively be carried out in the form of an SA, in particular semi-public companies or insurance companies (it is also possible to create a European company).
In addition, other activities cannot be exercised in the form of SA and must be practiced in a specific legal form, such as tobacconists or medical biology laboratories.
A public limited company must have a minimum capital, which is set to:
In addition, minimum capital thresholds are imposed for certain SAs that carry out regulated businesses, in particular insurance.
It is not possible to have variable capital, with the exception of cooperatives and SICAVs.
An SA gives shareholders the possibility of making contributions in cash and contributions in kind. Industrial contributions are not accepted.
In the case of contributions in kind, it is generally necessary to appoint a contribution auditor. However, the partners may waive it in certain circumstances (for example, for contributions of securities and property that have already been the subject of a previous valuation).
By law, a minimum of two people is required for the creation of a public limited company (SA) unlisted and a minimum of seven shareholders for a listed SA (since September 11, 2016, following order no. 2016-1127). There is no limit to the maximum number of shareholders.
The shareholders of an SA receive shares in exchange for the contributions they have made to the SA. These securities give them financial rights (dividends, liquidation bonuses, etc.), political rights (including the right to vote at meetings), information rights (permanent and/or prior to each meeting) and other rights (such as the right to take legal action against managers).
The shareholders of an SA are also bound by obligations, such as the commitment to release the money and/or the goods made available during the incorporation and their limited liability for the social liabilities.
La SA can choose between two management models:
In this configuration, SA management is organized as follows:
For more information : how the board works.
In this second possible configuration, the management of the SA is organized as follows:
Decisions at the initiative of the shareholder community must be taken at a general meeting, by means of ordinary or extraordinary resolutions depending on their nature.
Prior to this meeting, a warning must be sent to the shareholders to allow them to submit proposed resolutions which will then, if accepted, be placed on the agenda by the board of directors or the management board. To submit a draft resolution, the shareholder must own at least 5% of the share capital (quota which is reduced in stages for SAs whose share capital is greater than 750 euros).
Then, the convening of the shareholders' meeting is usually carried out by the board of directors or the management board, by simple letter or by email. The convocation must in particular contain the place of meeting and the agenda.
The notice must be sent at least 15 days before the meeting is held (deadline shortened to 10 days in the event of a second notice).
For decisions to be taken, a quorum is necessary, ie a certain number of shareholders must be present for the vote to take place. Then, the rules are as follows if the statutes do not provide for a higher majority:
In ordinary general meeting :
In extraordinary general meeting :
Special meetings can also be organized.
Finally, the following decisions must be taken unanimously by the shareholders:
Here are the main legal aspects of the SA :
When creation of a public limited company, it is imperative to write statutes that include specific information. These mandatory statements include:
In addition to these mandatory statements, the shareholders of the SA can include additional clauses in the articles of association. These must be in writing, by private deed or by notarial deed. Any modification of the articles of association requires an extraordinary decision of the shareholders (with rare exceptions).
To carry out the official establishment of an SA (unlisted), the initiators must send an incorporation file to the formalities center of the companies to which they belong, which must include:
The provisions relating to the appointment of an auditor in SA have been modified by the PACTE Law. An SA is no longer required to appoint a CAC from its creation, since May 27, 2020.
From now on, the same rules apply for all commercial companies (SARL/EURL, SAS/SASU, SNC…). An SA must designate a CAC when it crosses two of the following three thresholds:
These thresholds are assessed at the level of the company or the group that it forms as the parent company.
If, on the other hand, she is part of a group (exceeding 2 of the 3 thresholds set out above), she must have her own CAC when she crosses 2 of the following 3 thresholds:
Partners representing a certain share of the capital can also request the appointment of an auditor (10% for the appointment in court and 33,33% in the event of a reasoned request to the company).
Read also on Business and Law:
