The requirements required about statutes of a simplified joint-stock company, whether single-member (SASU) or multi-member (SAS), are established by the legal provisions of the Commercial Code. The articles of association must necessarily comply with legal requirements, particularly in terms of mandatory information.
This file provides you with an exhaustive list of the mandatory information to be inserted in the statutes of a SASU, then provides you with additional explanations to finalize the statutory clauses required of the statutes of a SASU.
- Mandatory mentions in the statutes of a SASU
- Clarifications about each mandatory mention of the statutes of a SASU
Essential information of the statutes of a SASU
here is list of required particulars when creating a SASU:
- contact details of the individuals or entities who have signed or for whom the articles of association have been signed;
- Judicial form of society ;
- life of the company;
- Company Name ;
- address of the registered office of the company;
- corporate purpose of the company;
- Amount capital of the society ;
- for each type of shares issued, their number and their specific rights, and, where applicable, the share of the share capital they represent or their nominal value;
- form of shares;
- conditions for the subscription of shares resulting from industrial contributions;
- identity of contributors in kind and the valuation of their contribution as well as the number of shares allocated to each contributor;
- identity of the beneficiaries of particular advantages and their privileges;
- identity of the first leaders;
- rules relating to the composition, operation and powers of management bodies;
- forms and conditions of the decisions taken collectively by the partners;
- restrictions on the negotiability or transfer of shares;
- identity of the first statutory auditors;
- provisions concerning the distribution of profits, the constitution of reserves and the distribution of the liquidation profit.
p>
Information relating to the mandatory mentions of the statutes of a SASU
Here are some explanations to correctly complete each of the mandatory clauses of the statutes of a SASU. In practice, these mandatory clauses alone are not enough to organize the proper functioning of the company. Other necessary clauses should be included.
The identity of the persons who signed or in whose name the articles of association were signed
First of all, the statutes of a SASU must contain the identity of the person who signed them or, when the sole shareholder signs them directly, in whose name they were signed.
In the case of a SASU, it is therefore necessary to indicate the identity of the sole shareholder of the company.
The legal form of the company
The articles of association must mention the legal status of the society. In the present case, they must therefore specify that the company is a simplified joint-stock company constituted by a single shareholder.
The life of the company
The statutes of the SASU must indicate the lifetime of the society. This duration cannot exceed 99 years. At the end of this period, the company may be extended. In general, it is specified that the sole shareholder will decide on the extension of the life of the company or its dissolution at least one year before the expiry date.
The corporate name of the company
La corporate name of the SASU must appear in the statutes. This is a company name.
The corporate name should not be confused with other designations linked to the company, such as the trade name for example.
The head office of the company
The address of the head office must be specified in the statutes of the SASU. It corresponds to the place where the effective management of the company is located. Generally, in small businesses, the location of the head office and the place of operation are in the same place.
The corporate purpose of the company
The statutes of the SASU specify the corporate purpose of the society. The corporate purpose corresponds to the type of activity that the company will carry out. To be valid, the corporate purpose must be possible and lawful.
The determination of the corporate purpose of the company must be sufficiently explicit. For regulated activities, it must be strictly precise.
The amount of the company's share capital
Amount you have to pay capital of a SASU is indicated in the statutes, in euros. The share capital of a SASU may be made up of contributions in cash and/or contributions in kind. Contributions in industry do not contribute to the formation of social capital.
The articles of association often specify the amount of share capital, the number of shares of which it is composed and their nominal value.
Information relating to the categories of shares issued
For each category of shares issued, you must indicate:
- the number of shares making up the class,
- the nature of the specific rights attached to them,
- and, as the case may be, the share of the share capital that it represents or the par value of the shares comprising it.
In the context of the constitution of a SASU, there is generally only one category of shares issued.
The form of shares
The statutes of a SASU indicate the form of shares. The shares of a company can be registered or bearer. In the case of a SASU, the shares must be registered.
Information relating to contributions in kind
When contributions in kind are provided for in the constitution of the SASU, the articles of association must specify, for each contribution in kind:
- the identity of the contributor in kind,
- the assessment of the contribution made,
- and the number of shares delivered in return for the contribution.
In the absence of contributions in kind, this mention should not appear in the statutes.
Information about special benefits
A particular advantage corresponds to any favour, of a pecuniary nature or not, granted on a personal basis to the benefit of a person associated or not.
If special benefits are provided, the SASU's articles of association must specify, for each beneficiary:
- the identity of the beneficiary of particular advantages,
- the nature of the particular advantages therefore he enjoys.
In the absence of particular advantages, this mention should not appear in the statutes.
Information concerning contributions in industry
If contributions to industry are planned, the statutes of the SASU must indicate the terms and conditions for subscribing to shares in industry. If the contribution in industry is not mentioned in the statutes, it is considered as non-existent. The shares delivered in return for a contribution in industry do not contribute to the formation of the share capital.
Mandatory information to include in the statutes of a SASU
The statutes of a SASU must include certain essential elements. These include in particular:
- the identity of the first directors of the company;
- the operation of the governing bodies;
- the decisions that must be taken by the sole shareholder;
- restrictions on the free negotiability or transferability of shares;
- the identity of the first statutory auditors;
- the definition and duration of the services to be provided by the contributor, the extent of the non-competition obligation imposed on it, the rights conferred on the contributor in the sharing of profits and net assets;
- the distribution of the result, the constitution of reserves and the distribution of the liquidation surplus.
