The SAS can make a capital increase during their lifetime. Foundation-company-ricard details the prerequisites and describes the steps to follow to increase the capital of an SAS :

  1. Consult shareholders to decide on a capital increase
  2. Pay registration fees to the tax office
  3. Update SAS statutes
  4. Publish a legal announcement in a special newspaper
  5. Change the company information appearing in the RCS
increase share capital sas

The SAS can make a increase in the amount of capital during their existence. Foundation-company-ricard explains the prerequisites and details the steps to follow to increase the capital of an SAS :

  1. Request shareholder approval for a capital increase
  2. Pay registration fees to the tax authorities
  3. Update the statutes of the SAS
  4. Publish a legal announcement in a specialized newspaper
  5. Update company information on the RCS
increase share capital sas

The SAS can make a increase in the amount of capital during their existence. Foundation-company-ricard describes the preconditions and lists the steps to follow to increase the capital of an SAS :

  1. Consult shareholders to decide on a capital increase
  2. Pay registration fees to the tax office
  3. Update SAS statutes
  4. Publish a legal announcement in a special newspaper
  5. Change the company information appearing in the RCS
increase share capital sas

The SAS little

Article summary

The possibilities of a capital increase in SAS

A capital increase in an airlock can be done using different methods:

  • By increasing the nominal value of the shares (in this case, the existing shareholders will benefit);
  • By creating new shares (for current shareholders and/or others).

A decision made by the partners

La decision making on the capital increase is governed by the articles of association and must be carried out collectively by the SAS partners. These can, however, transfer power au president or to another governing body (such as the board of directors):

  • The power to set the terms and conditions for issuing securities (delegation of power);
  • Their authority to decide on the capital increase, within the limit of an overall ceiling and for a maximum period of 26 months (delegation of authority).

Note that in the event of a capital increase by contributions in kind, the delegation of authority is prohibited and the vote of the general meeting is necessary to approve the assessment of the contributions.

THEincrease in the capital of a SASU is taken by thesole partner.

The existence of a preferential subscription right

In case of'capital increase by cash contribution, current shareholders will benefit from a preferential subscription right (DPS).

This provision allows them to subscribe, depending on the size of their stake in the capital, new shares, in order to offset the financial dilution (dividends and share of the assets due to them) and legal (voting rights) which they are likely to suffer if they do not subscribe to the capital increase.

This right is separable from the shares and negotiable (shareholders can sell it to other people). It is even possible to give it up.

A subscription to the DPS is only possible if the shares of the shareholders in place are fully paid for the payments remaining due to the company.

The possible presence of an approval clause

The statutes of the SAS may include a agreement clause which imposes the respect of a particular procedure before the entry of new shareholders.

The body designated in the articles of association must decide on the approval given to the new partner and may accept or refuse it (it must, in this case, propose alternative solutions).

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Procedure for increasing the capital of an SAS or SASU

Consultation of shareholders

The choice of SAS capital increase have to be carried out collectively by the partners according to the consultation procedures defined by the statutes.

All of this statutes freely define the rules and the forms according to which the collective decisions of the partners are taken: consultation in assembly (in this case, the articles of association must indicate the time limit and the mode of convocation of the partners) or from a distance (by correspondence, by videoconference, by fax or any other means of remote transmission), establishment of a private or notarial deed signed by all the partners, etc.

The conditions under which shareholders' voting rights will be exercised must also be specified in the statutes.

It should be noted here that certain decisions can only be taken at theunanimity of the partners. These include:

  • THEcapital increase by increasing the nominal amount of the shares (unless the operation is carried out by incorporating profits, reserves or issue premiums);
  • The appointment of one or more contribution auditors in the event of a capital increase by contributions in kind without having to go through a judge.

For joint management SAS (board of directors)

If you have a delegation of power, a general meeting of shareholders is generally convened to set the amount of the capital increase as well as the terms of issue. It decides on the basis of a report drawn up by the management committee. The modification of the articles of association is delegated to this body, in the same way as the completion of the capital increase (this will be noted in the minutes of the management committee and not of the general meeting).

If you have a delegation of competence, a general meeting is convened in order to delegate to the management committee all the powers to decide, on the basis of a report from the management committee, within a maximum period of 26 months from the meeting and within the limit of a maximum ceiling (in euros), of one or more increases in share capital. The management committee can:

  • Set the conditions for issuing new equity securities and in particular the subscription price;
  • Record the completion of these capital increases;
  • Make changes to the articles of association.

For single management SAS (president)

All the prerogatives of the management committee are exercised directly by the President.

Procedure to follow in case of cash contribution

Check the full release of the old capital

First of all, it should be checked that the capital or, fully released before any issue of new shares to be paid up in cash.

Inform shareholders holding preferential subscription rights

When the company does not proceed by public offer, it must send to all its shareholders, at least 14 days before the closing date of the subscription, by registered letter with request for acknowledgment of receipt, a notice containing certain information:
– the corporate name and acronym of the company, if applicable;
– the form of the company;
– the amount of share capital;
– the address of the head office;
– the identification numbers of the company;
– the amount of the capital increase;
– the opening and closing dates of the subscription;
– the existence, for the benefit of shareholders, of preferential subscription rights to new shares giving access to the capital as well as the conditions for exercising this right;
– the nominal value of the shares giving access to the capital to be subscribed in cash and the amount of the issue premium;

When the shareholders' preferential subscription right has been cancelled, this notice is not necessary and the formality presented here is useless.

Open and close the subscription period

The body that decides on the issue of new shares freely set the subscription period related to the exercise of preferential subscription rights. However, this cannot be less than 5 trading days.

However, this subscription period is finished early from the moment when all the subscription rights on an irreducible basis have been exercised or when the capital increase has been fully subscribed after individual shareholders have waived their PSR.

Conversely, it can be extended by decision of the competent body when the amount of subscriptions received is insufficient.

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– Minutes of the Management Committee deciding on the capital increase

– Letter to shareholders (notice of opening of subscription)

– Closing of accounts

– Decision of the Management Committee limiting the capital increase to the amount of subscriptions received

– Convocation of the members and the Statutory Auditor

 

– Minutes of the Management Committee deciding on the capital increase

– Letter to shareholders (notice of opening of subscription)

– Closing of accounts

– Decision of the Management Committee limiting the capital increase to the amount of subscriptions received

The preferential subscription right may be transferred during the subscription period, but from October 1, 2017, it will only be negotiable by regulation from the second business day before the start of the subscription period, and until the second day opened before its end. An approval clause also applies when selling DPS.

The release of the new shares is made up to 25% of their nominal value, the surplus having to be paid within 5 years from the day on which the increase becomes final. This period is shortened to 18 months in the event of cancellation of the preferential subscription right and to 26 months in the event of the presence of a delegation of authority.

The funds resulting from the payment of the shares must be deposited within 8 days of their receipt at the deposit and consignment fund, with a notary or at a bank. These funds can only be withdrawn when the general meeting has noted the completion of the capital increase and the depositary's certificate has been drawn up.

The capital increase by issuing shares to be paid up in cash is generally carried out on the date of the certificate established by the depositary of the funds, but a deliberation of the competent bodies is materialized by a report.

Finally, the timetable for capital increase operations by contribution in cash in SAS will depend on its mode of operation: single or collective management, and whether there is delegation of power or competence.

em> euros in kind by contribution of [description of the contribution in kind] brought by [Name of contributing partner].

ARTICLE [Number] : Share capital

The share capital is set at [amount of share capital after the increase] euros, divided into [number of shares] shares of [nominal value of shares] euros each, fully paid.

Note: the statutes must be updated with the Trade and Companies Register (RCS) or the Trades Register (RM).

ARTICLE [Number] : Share capital

The share capital was set at the sum of [Amount of new share capital] euros through the capital increase decided by the collective of shareholders on [Date of capital increase decision].

It is divided into [New number of shares] actions of [Par value of one share] euros each, numbered from 1 to [new number of shares], released [Release mode: full or quarter] of the nominal value and allocated to the partners, the capital increase being financed by the contribution granted by [Name of contributor] of the following goods [Description and evaluation of contributions] a value of [amount of capital increase] euros.

Procedures to follow in the event of an increase in the capital of an SAS

Publication of a special notice in a journal of legal notices

In order to inform third parties, a specific notice must be inserted in a journal of legal announcements covering the location of the registered office. This Notice of capital increase of an SAS includes a series of mandatory information.

Submission of a file to the Business Formalities Center (CFE)

Once the formalities have been completed, a file must be submitted to the CFE so that the registry of the commercial court can make the necessary amending entries in the trade and companies register. This file includes the following:

  • A copy of the minutes recording the capital increase and a copy, certified by the chairman, of the decision to increase the capital, if this decision is the subject of a separate deliberation;
  • A certificate of deposit of funds (in the event of a capital increase in cash);
  • A copy of the statutes updated and certified true by the president;
  • A duly completed and signed M2 form;
  • A copy of the certificate of publication in a newspaper of legal announcements;
  • A check for the settlement of formalities at the registry of the commercial court.

The formalities can be carried out by mail or online on the infogreffe.fr website.

 

Do you want to increase your capital? Use our partner service: I change my capital!

 

Also read on the subject of modifications:

During a capital increase of an SAS, a certain number of formalities must be strictly followed so that the operation is not void. Moreover, it leads to a certain cost for the society.

Q1: What are the means to increase the capital of an SAS?

Answer: The means to increase the capital of an SAS can be: the contribution in cash by a shareholder, the contribution in kind by a shareholder, the increase in capital from a subscription in cash with a or more shareholders or third parties, the conversion of debt into capital, the transformation of reserves into capital, etc.

Q2: What are the advantages of increasing the capital of an SAS?

Answer: The advantages of increasing the capital of an SAS are numerous: it makes it possible to increase the capacity for investment and therefore to accelerate the development of the company, to reinforce the financial solidity of the company and to reassure the creditors, facilitate access to financial markets, etc.

Q3: What are the risks linked to the capital increase of an SAS?

Answer: The risks associated with an increase in the capital of an SAS are: the risk of shareholder dilution, the risk of loss of control of the company by the shareholders, the risk of non-payment of contributions in cash, the risk of increasing debts, etc.

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