Contact us
Eurofinanzza Services
Who we are
Offshore Introduction
Incorporating Offshore
Why Going Offshore
Why and when should I use Offshore
How to select an Offshore Jurisdiction
Structure of an Offshore Company
The Offshore for US Citizens
Going Offshore - Quick Answers
FAQ
Offshore Applications
Tax Planning – UK Citizens Working Abroad
Offshore Tax Planning Solutions - Musicians
Asset Protection
Estate Planning
Panama as a Banking Centre
The Best Banking Centers in the World
Overseas Jurisdictions
General information
Australia
Australia - Company Formation
Australia – Register a Branch of Foreign Corporation
Australia Company Formation - Incorporation Fees
Australia – Foreign Investment Regulation
Australia - Banking System
Australia – Financial Services Licensing Regime
Belize
Incorporating in Belize
Advantages to incorporate in Belize
Belize IBC Incorporation Fees
Setting up a Trust in Belize
Trust in Belize - Incorporation Fees
Mutual Funds in Belize - Incorporation and Fees
Bank Formation in Belize
International Insurance Licenses in Belize - Incorporation Fees
British Virgin Islands
Incorporating in BVI
BVI - Guarantee Company Formation
BVI - Offshore Mutual Funds
BVI - Incorporation Fees
BVI - License Fees
Canada
Canada incorporation - Introduction
Canada - For non Profit Corporations
Canada - Taxation
Canada - Incorporating in British Columbia
Canada - Incorporating in Nova Scotia
Canada - Real Estate Use of Offshore Companies
Canada - Offshore for Canadian Citizens
Canada - Incorporation Fees
Cayman Islands
Cayman Islands - Tax Exempted Company - Compliance Information
Cayman Islands - Incorporation Fees
China
China Business Services Overview
Doing Business in China - Forms of Entities
China - Representitive Office
Advantages of Hong Kong Holding Structure
China JV and WOFE Memorandum
Cook Islands
Cook Islands - General Features
Cook Island - Compliance and General information
Cook Islands - Wealth Protection Law
Cook Islands - Private Trustee Companies
Cook Islands - Trust Incorporation
Cook Islands
Cook Islands - Trustee Company - Incorporation Fees
Cook islands - Anonymous Confidential Tax Planning Asset Protections Structures
Cook Islands - Anonymous Confidential Structures
Cook Islands - Trustee Company - Incorporation Fees
Costa Rica
Costa Rica - Compliance Information
Costa Rica Double Taxation Treaties
Costa Rica -E-Gambling Corporation
Costa Rica - Incorporation Fees
Gibraltar
Incorporating in Gibraltar
Gibraltar - Tax Exempt vs. Non-Resident Companies
Gribraltar - E-commerce
Gibraltar Incorporation Fees
Trust in Gibraltar
Trust Formation in Gibraltar – Incorporation Fees
Hong Kong
Incorporating in Hong kong
Hong Kong Company Requirements & Formation Procedures
HK Non Profit Organization Charitable Institution
Hong Kong - Double Taxation Treaties
Hong Kong Taxation
Hong Kong – Double Taxation Agreement with Mainland China
Hong Kong Incorporation Fees
Opening Corporate Bank Account in Hong Kong
India
History of India - Overview
Investing in India - Country Incentives and Policy
Company Formation in India - Compliance Information
Taxation System in India
Company Formation in India - Incorporation Fees
Registration of Licensed Online Pharmacy
Isle of Man
Incorporating in Isle of Man - Limited Liability Company
Incorporating in Isle of Man LLC - Incorporation Fees
Jersey
Jersey Offshore Company incorporation
Trust formation in Jersey
Trust Formation in Jersey Islands – Incorporation Fees
Incorporating in Jersey – Tax Exempted Company – Incorporation Fees
Madeira Islands
Madeira Offshore - an International Business Centre
Incorporating in Madeira Islands
Taxation and Tax Treaties
Madeira - Incorporation Fees
Madeira - Links and Downloads
Mauritius
Mauritius Offshore Incorporation
Mauritius GBCII – Incorporation Fees
Nevis
Nevis - Company Formation
Nevis - Corporate Structures
Nevis - Limited Liability Company
Nevis - Trust Formation
Nevis - Offshore Bank Formation
Nevis LLC – Limited Liability Company – Incorporation Fees
New Zealand
New Zealand - Jurisdiction Information
New Zealand Look-Through Companies (LTC)
New Zealand - Company Statutory Information
New Zealand - Company Limited by Shares - Incorporation fees
New Zealand Foreign Trust - Overview
New Zealand - Incorporation of Foreign Trust
New Zealand Foreign Trusts - Incorporation Fees
How to Incorporate your New Zealand Asset Protection Structure
New Zealand Financial Services Company
New Zealand Finance Companies – FSP Licensed - Registration Fees
Offshore Banking Software for Financial Institutions
Links, Resources, International Compliance and Banking Regulations
Panama
Panamanian IBC
Panamanian IBC - Incorporation Fees
Trusts & Foundations - General Overview
Panamanian Trusts
Panamanian Trusts - Incorporation Fees
Panamanian Private Interest Foundations
Panama – Private Interest Foundation – Incorporation Fees
Panamanian Financial Corporations - Formation and Fees
Panama – Mutual Funds and Investment Corporations
Panama - Offshore E-commerce Solutions - Services and Fees
Seychelles
Incorporating in Seychelles
Incorporating an IBC in Seychelles – Incorporation Fees
St. Vincent & Grenadines
St. Vincent & the Grenadines – Jurisdiction Information
Advantages to incorporate in St. Vincent & the Grenadines
St. Vincent & the Grenadines – IBC Incorporation
St. Vincent & the Grenadines – Trust Formation
St. Vincent & the Grenadines – Mutual Funds
St. Vincent & the Grenadines – Offshore Bank Formation
St. Vincent & the Grenadines – Insurance Companies
St. Vincent & the Grenadines – Legal and Taxation Regime
St. Vincent & the Grenadines – IBC Incorporation Fees
Turks & Caicos
Incorporating in Turks & Caicos
Turks & Caicos – IBC Formation – Incorporation Fees
United Arab Emirates (UAE)
Incorporating in Dubai
Advantages to Incorporate in Dubai
Company Formation in Dubai
Incorporating in Dubai - Incorporation Fees
United States of America
Incorporating in US - C vs S Corporations
Forming a “C” Corporation in USA Delaware - Fees
US LLC - Limited Liability Company - Tax Advantages
The State of California
The State of Delaware
Advantages to incorporate in Delaware
The State of Florida
The State of Nevada
The State of New York
The State of Oregon
US LLC - Incorporation Compliance
US LLC – Limited Liability Company – Incorporation Fees
Delaware Series LLC - Fractional Ownership Purposes
Delaware Series LLC - Fractional Ownership Purposes - Incorporation Fees
US - incorporation States
US Foundations - Non profit Corporations
US Foundations – Non Profit Corporations - Articles
US Foundations – Non Profit Corporations – By-Laws
US Corporation Annual Fees
Uruguay
Uruguay - Incorporation Features
Investing in Uruguay
Uruguay SAFI and SA Company Formation - Incorporation Fees
 
 
 
 
 

 

FRANCE

 

COMPANY FORMATION
SAS COMPANY

SOCIÉTÉ PAR ACTIONS SIMPLIFIÉE

 


SOCIÉTÉ PAR ACTIONS SIMPLIFIÉE (SAS)

The SAS is a type of corporate structure that was created in 1994 and improved in 1999 to give more flexibility to the founders in setting the basic rules of the company. This type of company is increasingly used, especially by small and mid-size businesses. The attractiveness of the SAS, in comparison to the SA, has even recently increased due to new requirements imposed on SAs. Nowadays, SAS are clearly favored by foreign groups which are setting up subsidiaries in France.

 

1 General Structure

In principle, there must be at least two shareholders in an SAS, that may be any individuals or legal entities, French or foreign. An individual or a corporate entity may be a shareholder of several SAS. However, the two-shareholder minimum requirement may be set aside with some specific rule applying (see 2.6 below).

The minimum stated capital is 37,000 €. Shareholders’ contributions may be made under the same conditions as in the SA (see above, 1.1). One specificity of SASs, however, is that they may not be listed on the French stock exchange.


2 General Management

A SAS provides much more freedom than a SA regarding the internal organization of powers. The only corporate body required is the Président who can be either a corporation or a natural person. There is no obligation for the Président to be a shareholder. If the Président is a corporation, it is represented either by the legal representative of that corporation, or by a person that the legal representative appoints. The Président may be a salaried employee of the SAS. The employment agreement may be entered into after his status as Président is secured, which is not allowed in the SA.

The Président is appointed by the shareholders and revoked as set forth in the articles of incorporation. He represents the corporation when dealing with third parties. His authority to act in the name of the corporation may be broadly defined within the limitation of the commercial purpose. However, with regard to third parties, he binds the company even if his actions are beyond the corporate purpose unless a third party knew or should have known so, given the circumstances.

The articles of incorporation may provide for the appointment of one or several general managers, who may be entrusted with the same authority as that of the Chairman regarding third parties. There may also be a Board of Directors or any other body whose members’ appointment, revocation, and authority are to be set forth in the articles of incorporation.

Officers of the SAS (the Président and, if applicable, general managers) are civilly and criminally liable like directors of SAs. When a corporation is itself appointed Président or manager of an SAS, the representatives of the said corporation are held to the same rules and incur the same civil and criminal liabilities as they would be had they been individually Président or manager.


3 Shareholders’ Rights and Powers

Shareholders of a SAS are given considerable freedom in making decisions. The articles of incorporation determine the conditions in which decisions are taken by the shareholders (e.g.: in a General Meeting, by videoconferencing, by correspondence, by facsimile, or by written consent signed by the shareholder). The articles of incorporation also stipulate the information to be given to the shareholders in view of the meetings.

Shareholders have the usual rights, such as voting rights and the right to payment of dividends. One of the specificities of the SAS, however, is that proportional voting is not mandatory. Certain shareholders may have more votes than others, based upon various criteria, such as the number of shares they hold of course, but also their seniority or status. The articles of incorporation may also provide that each shareholder may dispose of his number of votes in any way he pleases. For example, if six resolutions are proposed in the General Meeting of shareholders and the shareholder has 600 votes, he may use, for example, 450 for one resolution, 100 for another, etc if the articles of incorporation provide so.

The following decisions must be taken by the General Meeting of shareholders of the SAS: approval of accounts; appointment of the statutory auditor; modification of the stated capital; review and approval of agreements between the company and its officers or shareholders; merger, division, and transformation of the SAS into another corporate structure. Quorum and majority are set forth by the articles of incorporation. Unless otherwise provided by the latter, decisions which do not modify the articles of incorporation and those for which unanimity is not required are decided by a majority of votes.

Certain types of statutory clauses must be decided or modified unanimously, e.g.: the possibility of exclusion of a shareholder, the change of nationality of the company or the regulation of the transfer of shares, etc.

The articles of incorporation may subject to an agreement the transfer of shares to a third party, or even to an existing shareholder or to a parent. Corporate authority to give such agreement may lie in the Chairman, or more frequently, in the shareholders or in part of the shareholders. The articles of incorporation may also prohibit any transfer of shares for a period of time up to ten years and they may provide that such prohibition only applies to certain shareholders or to sales to certain third parties (a competitor, for example).


4 Statutory Auditor

The same rules as for the SA apply to statutory auditors of SAS (see above, 1.4).


5 Société par Actions Simplifiées Unipersonnelle (SASU)

Rules applicable to the SAS apply to the SASU, a special type of SAS which may have a single shareholder, either a corporation, including another SASU, or an individual.

The minimum stated capital is still 37,000 €, of which at least half must be paid upon the date of subscription. Like a SAS, a SASU may not be listed on a stock exchange.

The sole shareholder may appoint himself as Président of the company or appoint somebody else who may be a corporation or a natural person. The sole shareholder has the same powers as the collectivity of the shareholders in the SAS (approval of annual accounts, appointment of the statutory auditor, increase or decrease in the stated capital…).

 

 

OFFSHORE INCORPORATION SERVICES
COMPANY FORMATION & MANAGEMENT SERVICES
TAX PLANNING AND ASSET PROTECTION SOLUTIONS
INTERNATIONAL BUSINESS COMPANIES
HOLDING COMPANIES
PRIVATE LIMITED COMPANIES
LIMITED LIABILITY COMPANIES
LIMITED LIABILITY PARTNERSHIPS
TRUSTS
PRIVATE & FAMILY FOUNDATIONS
BANK FORMATION
PANAMANIAN LICENSED FINANCIAL CORPORATIONS
NEW ZEALAND OFFSHORE FINANCIAL INSTITUTIONS
SECURE & CONFIDENTIAL NOMINEE STRUCTURES
INCORPORATION IN EUROPE AND
MAJOR INTERNATIONAL OFFSHORE CENTRES
OFFSHORE BANKING
WORLDWIDE FULL SERVICED VIRTUAL OFFICES

FREE CONSULTANCY

info@eurofinanzza.com

 

European Jurisdictions
Andorra
Austria
Cyprus
Czech Republic
Denmark
France
Greece
Hungary
Italy
Latvia
Liechtenstein
Luxembourg
Malta
The Netherlands
Portugal
Republic of Ireland
Spain
Sweden
Switzerland
United kingdom
Shelf and Aged Companies
Nominee Structures
Virtual Offices
Offshore Banking
Offshore e-Commerce
VAT
Website Design
Relative Services
Currency converter
Contact us
Menu