If you are in the process of setting up an SAS, you must appoint a chairman. Business and Law explains how to choose the leader, how to assign the rights of and how to define remuneration.
To form an SAS, a entrepreneur is necessarily appointed from its creation. Business and Law gives you an information sheet on the election of the president of SAS, on the attribution of its privileges and on the calculation of its salary.
If you create an SAS, you must appoint a leader. Business and Law describes how to choose the president, how to give him the authorizations and how to adjust remuneration.
Who is qualified to run an SAS?
A moral or physical person may be appointed to lead a SAS. It is imperative that a president be appointed for an SAS.
It is forbidden to appoint several presidents within the same SAS.
The name of the president must appear in the trade and companies register, and his person is mentioned on the kbis extract of the company.
Limitations for being appointed SAS President
Some people cannot be named president of SAS because of an incompatibility or a prohibition. For example :
- a person who is prohibited from managing a company,
- an incapable person (adult under guardianship or curatorship, with rare exceptions),
- persons who have functions incompatible with the exercise of the functions of president.
Appointment of a minor as president of SAS
An emancipated minor can be appointed president of SAS if and only if he obtains authorization from the guardianship judge (if the request is made at the time of emancipation) or from the president of the tribunal de grande instance (if the request is made later ).
A 16-year-old unemancipated minor may be selected for the office of SAS President.
How to choose the first president of an SAS?
The appointment of the first chairman of an SAS is defined in the statutes.
Thus, the statutes can choose among several methods to appoint the president of the SAS, for example:
- let the shareholders' meeting decide on the appointment,
- assign the position to the majority shareholder,
- or designate the chairman by a particular partner.
Prerogatives of the Chairman of SAS
The SAS manager assumes the representation of the company with third parties and the articles of association do not derogate from this.
He is empowered to take decisions in all circumstances on behalf of the organization, in accordance with its corporate purpose.
It is nevertheless possible to reduce the powers of the Chairman of SAS vis-à-vis the partners, for example by imposing prior authorization from the partners for certain predefined decisions. These restrictions do not apply to third parties.
For more information : the powers of the chairman of SAS
Establishment of the compensation of the Chairman of SAS
In compensation for his functions, the president of SAS may or may not claim a salary. The legislation does not set a minimum threshold (which is the case for employees).
Composition of salary
The salary of the Chairman of SAS may consist of fixed and variable elements and/or benefits in kind.
The statutes or a separate deed freely govern the compensation of the Chairman of SAS:
- granting of a fixed remuneration,
- granting of variable remuneration: percentage of turnover, percentage of margin, percentage of profit,
- grant of shares (stock options),
- and benefits in kind.
The articles of association or a separate act may legitimately provide that the functions of SAS chairman are carried out without compensation.
Who determines the compensation of the Chairman of SAS?
The power to define the remuneration of the chairman of SAS is set out in the articles of association. This power can be granted under the same conditions as the power to appoint the chairman (see above).
