What To Include In Your SAS Articles Of Associations

The Articles of a SAS Are the Company's Constitution and Must Cover Everything the Company Needs to Function

The SAS articles serve simultaneously as the company's constitutional document (defining the fundamental structure of power and ownership), its operating manual (specifying who takes which decisions and how), and its contractual framework for the relationship between shareholders (share transfer restrictions, exit rights, dispute mechanisms).

In a SARL, most of what matters in governance is prescribed by law — a SARL with thin articles can still function because the law fills the gaps. A SAS with thin articles cannot function well, as the law does not address all aspects of its functioning and leaves them to the founding shareholders to determine. It is therefore important to ensure that the articles of a SAS are drafted with precision, and that they are complete and forward-looking.

The Articles of a SAS Are the Company's Constitution and Must Cover Everything the Company Needs to Function

Layer 1 — General Mandatory Content (Arts. L 210-2 and R 224-2)

Every SAS must include in its articles the six elements required for all commercial companies by Article L 210-2 of the French Commercial Code: the legal form, the duration — which may not exceed ninety-nine years — the corporate name, the registered office, the corporate purpose and the amount of the share capital.

In addition to the information required by Article L 210-2, Article R 224-2 requires the articles to specify:

1. for each class of shares issued, the number of shares and the nature of the specific rights attached to them and, as the case may be, the proportion of the share capital they represent or the nominal value of the shares composing that class;
2. the form of the shares, whether exclusively registered or either registered or bearer;
3. where the free negotiation or transfer of shares is restricted, the specific conditions governing the approval of transferees;
4. the identity of any contributors in kind, the valuation of the contribution made by each of them and the number of shares allotted in consideration;
5. the identity of any beneficiaries of special advantages and the nature of those advantages;
6. the provisions governing the composition, operation and powers of the company's governing bodies;
7. the provisions concerning the allocation of profits, the constitution of reserves and the distribution of the liquidation surplus;
8. the identity of every natural or legal person who signed the articles or the draft articles, or on whose behalf they were signed.

The corporate purpose should be drafted broadly enough to accommodate foreseeable operational developments without needing amendment, but precisely enough to provide meaningful guidance. The duration of the company may not exceed ninety-nine years, although it may be renewed.

Layer 2 — SAS-Specific Mandatory Content (Arts. L 227-5, L 227-6, L 227-9)

The SAS-specific mandatory content is set out in Article L 227-5 and the surrounding provisions. If the articles omit this content, the company risks operational difficulties, even paralysis.

Appointment of President and Conditions of Management

The articles must define the conditions under which the company is managed: how the president exercises their functions, how other management organs relate to the president, and how authority is allocated between management and shareholders. The articles must also specify the conditions for appointing the president — who proposes a candidate, who votes, what majority is required, what term if any. A SAS whose articles specify only that “the president is appointed by the shareholders” but say nothing about majority or procedure has an incomplete article: in the event of disagreement, there is no mechanism to resolve the appointment.

Collective Shareholder Decisions: Which and How (Art. L 227-9)

The articles must identify which decisions must be taken collectively by shareholders and define the forms and conditions. The law mandates certain decisions by shareholders as an absolute floor — capital changes, transformation, dissolution. Beyond these, the choice of what requires shareholder approval is entirely the founders’ prerogative. The forms for collective decisions are equally important: shareholders can meet in assembly, be consulted in writing, or take decisions in a deed signed by all. The SAS can permit any form the articles provide for, including informal meetings and written resolutions without quorum. The articles must specify, for each category of decision, which form is required and what majority applies.

Layer 3 — Optional Clauses That Decide How the Company Really Works

Once the mandatory content is in place, the articles turn to what is left entirely to the founders. This is where a SAS is genuinely shaped — the statute is silent, so whatever the articles say (or fail to say) becomes the company’s working constitution. These clauses are not required for the company to be validly formed, but their absence is felt the moment shareholders disagree.

Share Transfer, Approval and Exclusion Clauses

Inalienability clauses (freezing transfers for up to ten years), approval clauses (agrément) subjecting any transfer to the consent of a defined majority, pre-emption rights and exclusion clauses all live in this layer. Since the 2019 reform, exclusion clauses may be adopted and amended by the majority the articles set — they no longer require unanimity — provided the articles say so expressly. A transfer made in breach of these clauses is not merely a contractual wrong: under Article L 227-15 it is null and void by operation of law.

Removal of the President and Additional Governance Bodies

Statute is silent on how a SAS president is removed, so the articles must supply it: with or without cause, by which body, at what majority, and with what notice. The same freedom applies to any additional governance organ — a board, a supervisory committee, a general manager — none of which exists unless the articles create it and define its powers.