The law allows the simplified joint stock companies (SAS) to include a disclaimer in their statutes. This clause allows to exclude one or more shareholders of the company and therefore involves the transfer of its securities and its exit from the shareholding. The statutes of the company have a lot of room for maneuver, given that the law leaves them practically free. Foundation-company-ricard offers you a complete file on the disclaimer in SAS.
What is the purpose of an exclusion clause for a Simplified Joint Stock Company (SAS)?
A disclaimer is a legal provision that allows a SAS to exclude a partner of the society. Exclusion conditions may include sale of shares and leaving the company. The articles of association of the SAS must provide the grounds for the exclusion and the manner of applying them, as provided for by article L.227-16 of the Commercial Code.
What is the nature of the reasons for excluding a partner from an SAS?
The SAS statutes offer great flexibility in terms of reason justifying theexclusion of shareholders.
Thus, the articles of association may provide for the use of the clause in the event of occurrence of a predetermined event, even if the partner has not committed No mistake.
Moreover, the exclusion clause can even prohibit to exclude one or more partners, specifically named.
How is an exclusion established in an SAS?
The regulations independently determine the exclusion resolution methods.
First, they may require a unanimous statement partners. However, in this situation, they cannot deprive the shareholder in question of his right to take part in the vote on the exclusion project. No SAS partner may be deprived of their rights to participate in collective decisions and to vote, unless this is expressly stipulated by law (which is not the case for the exclusion).
Consequently, dismissing a majority partner or holder of a blocking minority is problematic. The only way to circumvent this pitfall is to provide, in the event of a vote in favor of an exclusion, that each partner, regardless of his participation, has only one single vote.
Alternatively, the regulations may mention other methods of choice. Thus, they can grant the power to decide on the exclusion of a partner to a organs, a commission or even to a Tiers.
How should the partner be notified of his exclusion?
Again, these are the SAS statutory provisions which specify the terms of notification of exclusion. In particular, they must indicate how:
- The partner can speak out on the grounds for exclusion,
- He will be informed of the decision.
The articles of association may provide for the freezing of the non-pecuniary rights (right to information and right to vote) of the excluded partner until his transfer of shares.
How to sell your shares if you are a partner excluded from an SAS?
The arrangements de disposal shares by a excluded partner of an SAS are provided for in the statutes. The latter may provide that the redemption will take place for the benefit of one or more shareholders, Tiers even of the Company herself. In this case, the SAS has a period of 6 months to transfer or cancel the titles. Moreover, the redemption price calculation method must be defined in the statutes. In the absence of agreement between the shareholders, a legal expert will set the price. Finally, the shares are valued, unless otherwise provided by the articles of association, on a date close to that of the sale.
