Adding a CEO or Deputy CEO to Your French SAS: When and Why

The CEO and deputy CEO of a French SAS: optional officers, real powers

A French SAS must have a president — and can stop there. Beyond the president, the bylaws can install additional executive officers: a CEO (directeur général) and one or more deputy CEOs (directeurs généraux délégués). Both roles are optional and entirely bylaws-designed: a single president running the company alone, a president and a CEO sharing the load, a president flanked by function-specific deputy CEOs — any combination the founders prefer, changeable by bylaws amendment.

This guide covers when adding a CEO or deputy CEO makes sense, how the roles are created and filled, the scope of their powers — including the conditions under which their signature binds the company against third parties — the pay and social regime, the removal mechanics, the combination with an employment contract, and how the roles compare with a board seat. For the presidency itself — the one mandatory office — see our guide to the president of a French SAS.

What a CEO and a deputy CEO are in a French SAS

The directeur général and directeur général délégué are executive officers created by the bylaws. The Commercial Code does not require either role; it permits the bylaws to provide the conditions in which one or several persons other than the president, carrying those titles, exercise the powers entrusted to the president (C. com. Art. L 227-6).

Three structural points frame the roles:

The president is mandatory; the CEO and deputy CEO are optional. Where the bylaws are silent, the SAS has only a president. The two-headed structure — a mandatory president plus another officer — imposes a clear definition of each officer's own powers, and often reflects either the company's size (the president can no longer carry every mission alone) or its cap table (two shareholder groups sharing the executive layer).

The representation power must be granted expressly in the bylaws. Where the bylaws give the CEO or deputy CEO the president's representation powers, the officer's signature alone binds the company, exactly as the president's does. But the grant must appear in an express bylaws clause: the mere mention of a directeur général on the Kbis extract does not confer the capacity to represent the SAS (Cass. com. 25 May 2022, n° 20-21460). And only the titles directeur général and directeur général délégué can carry the delegated power — any other label (executive director, managing director, COO) deprives the holder of the representation power the clause intends to confer. The appointment is published (legal-announcements notice and registry filing) like any change of officer.

The subordination geometry is a design choice. A CEO appointed by the shareholders is their emanation — the president has no hierarchical power over them. A CEO appointed by the president under a bylaws authorisation assists the president and sits in a subordination link toward them. The deputy-CEO title is typically used for function-specific seniors (finance, operations, technology) operating within the broader structure. The roles can be filled by individuals or by legal entities — a foreign company can serve as CEO through its own legal representative — and case law even admits entrusting the general management to a service provider, absent a contrary bylaws clause (Cass. com. 24 November 2015, n° 14-19685). A CEO who is a foreign national follows the same residence rules as a foreign president, and signs the same declaration of non-conviction.

The architecture mirrors the SA's président / directeur général / directeurs généraux délégués structure — but in contractual form, with none of the SA's mandatory hierarchy.

When adding a CEO or deputy CEO to a French SAS makes sense

Three configurations drive the practice.

Splitting the chair and the operations. A non-executive president (a strategic figure, a major shareholder's representative, a non-resident founder) holds the formal corporate functions; a CEO runs the business day to day. The bylaws define each scope — including, where useful, a president's veto over the CEO's decisions. Case law asks that the CEO be able to present observations on the implicit exercise of a veto (Cass. com. 19 November 2013, n° 12-26702), and a well-drafted clause requires the veto to be exercised through a formal positive act — otherwise third parties may argue the president's silence was a veto (Cass. com. 16 February 2016, n° 14-23093).

Distributing functional authority. Where a leadership team — CFO, COO, CTO — needs officer-level authority, the bylaws can install deputy CEOs with defined internal scopes. The external effect of those scopes is limited, as explained below: the internal allocation organises liability, not the counterparty's position.

Investor governance. Investors at a priced round often negotiate the executive layer: a CEO acceptable to them, an appointment and removal procedure set in the bylaws and reinforced in the shareholders' agreement. The mechanism gives investors structural visibility beyond the presidency.

Two configurations do not need the roles. A single-founder operating SAS gains nothing from adding a CEO title to the person who already holds the presidency — the president title carries the full powers. And where the bylaws install a board with collective decision-making, a separate CEO layer can duplicate functions; the executive layer should align with the governance layer, not compete with it. At the extreme, the bylaws can even give the CEO all internal management powers and leave the president a pure representation role — a lawful but hazardous design, since the president then binds the company externally while holding no internal power.

How to appoint a CEO or deputy CEO of a French SAS

The appointment follows the bylaws. The officers instituted in the bylaws at incorporation are named there, like the first president; later appointments run through whatever organ and form the bylaws choose — a collective decision of the shareholders, a board where one exists, or the president acting under a bylaws authorisation to designate a CEO who will assist them. The bylaws can also constrain the choice: shareholder status, membership of a defined shareholder group, age, technical qualifications.

The appointment decision (or the bylaws clause) sets the structure of the role:

• the title — directeur général or directeur général délégué, the only two that carry delegated representation power;
• the term — indefinite, or fixed with or without renewal, set by the bylaws or by the appointing organ;
• the powers — general representation, an internal functional scope, or internal management only;
• the remuneration — fixed, variable, benefits, or none, decided by the organ the bylaws designate;
• the removal regime — free or for cause, with or without an indemnity.

The appointment is published in a legal-announcements medium and filed at the Guichet unique; the registry lists the officer. A legal entity appointed CEO acts through its own legal representative, on the same pattern as a corporate president. The Commercial Code sets no maximum number of deputy CEOs — the bylaws can fix one; in practice an operating SAS installs at most one CEO and a small number of deputy CEOs with defined areas.

Which executive structure fits your French SAS?

Pick the configuration closest to yours and see the structural points to settle before drafting.

The powers of a CEO or deputy CEO of a French SAS

Where the bylaws grant the CEO or deputy CEO the president's representation powers, three consequences follow.

The signature alone binds the company. Within the grant, the officer's signature has the same effect as the president's — the counterparty has no duty to check internal authorisations. The titles alone, once the bylaws grant is in place, permit binding the company even without a specific delegation for the act (Cass. com. 9 July 2013, n° 12-22627).

The acts-outside-the-purpose protection extends to them. The absence of power of a directeur général is not opposable to third parties who were unaware of an overreach (Cass. ch. mixte 19 November 2010, n° 10-10095) — the company must perform the commitments its officers signed.

Internal limitations are inopposable to third parties. This is the point most bylaws get wrong. No SAS text declares the limitations of a CEO's powers inopposable — Art. L 227-6 says it expressly only for the president — but the analysis retained in practice is that officers holding the president's powers by bylaws grant are legal representatives on the same footing, so bylaws limitations on their powers are equally inopposable to third parties (ANSA, 3 December 2003, n° 04-011). A « finance-only » deputy CEO with representation powers can, toward a counterparty acting in good faith, bind the company outside finance. The internal scope still matters — it organises liability, removal for cause, and the president's supervision — and in a live conflict the president can block a specific overreach by notifying the counterparty, by registered letter, of the opposition to the act before signature. Prudent counterparties, for their part, ask a CEO or deputy CEO for an up-to-date copy of the bylaws and the appointment decision.

Three design configurations are common. The same-scope CEO holds general representation powers in parallel with the president — two legal representatives, each empowered against the world. The function-scoped deputy CEO holds representation powers with an internal lane — workable, with the inopposability caveat above. The internal-only officer receives no representation grant at all: they run internal functions, do not bind the company, and counterparties must look to the president — the configuration the Cass. com. 25 May 2022 decision illustrates, where a Kbis-listed directeur général without an express bylaws clause could not represent the SAS.

Whatever the design, the bylaws should describe the powers explicitly — thresholds above which the president or the shareholders must authorise, hiring and termination authority, banking powers. Vague formulas (« all powers necessary to run the operations ») produce exactly the internal and external disputes the drafting is meant to prevent. Note also that the prohibition on borrowing from the company or having it guarantee personal commitments applies to directeurs généraux as it does to the president (C. com. Arts. L 225-43 and L 227-12).

Pay and social regime of a CEO or deputy CEO of a French SAS

Remuneration. The bylaws or the appointing organ set it — generally the bylaws provide that whoever appoints the officer fixes the pay, unless a dedicated committee is installed. The forms are free: fixed, performance-linked, benefits in kind, bonuses, deferred elements, or nothing. Where the remuneration is not fixed directly by a collective decision of the shareholders, the regulated-agreements procedure applies to it — and the president's (or auditor's) annual report should capture it.

Social regime. A remunerated CEO or deputy CEO is affiliated to the general social-security regime as an assimilé salarié, like the president (C. séc. soc. Art. L 311-3, 23°) — with one nuance specific to non-president officers: the law does not enumerate the SAS officers covered, so a directeur général whose affiliation is contested must show an effective direction role, their office existing only through the bylaws. The coverage profile is the employee-style package — sickness, family, pension — without unemployment insurance from the mandate. A non-remunerated officer is not affiliated through the role and accrues no rights; if pay is planned for later, the bylaws can set the trigger so the change does not need a fresh decision.

Combining president and CEO titles. Where the same person would hold both, the standard structure is one presidency carrying the full powers — running two parallel mandates with two pay packages for one person adds nothing but paperwork.

Removal and resignation of a CEO or deputy CEO of a French SAS

The removal regime is bylaws-set, like the president's. The organ that appointed the officer is normally the organ that removes — shareholders, board, or the president where the bylaws delegated the appointment — and the appointing and removing organs can even differ where the bylaws say so.

Free removal (ad nutum) requires no cause and carries no indemnity; removal for cause (juste motif) conditions the removal and attaches an indemnity where no cause exists. The bylaws prevail over side documents: a CEO removed without cause could not claim the indemnity promised in a letter at appointment, because the bylaws excluded any indemnity — extra-statutory instruments can complement the bylaws but not derogate from them (Cass. com. 12 October 2022, n° 21-15382).

The procedure is reviewable even where the removal is free. The officer must be able to present observations before the decision; a prior discussion is unnecessary where the officer had already made their points of disagreement known and set conditions to continuing (Cass. com. 10 July 2012, n° 11-19563). The company's duty of loyalty applies — consistent grounds, no vexatious circumstances, no injury to honour. Case law adds edges specific to officers: a directeur général can be removed for grave fault on the strength of their own decisions regardless of the discharge given to the president (Cass. com. 5 July 2017, n° 15-22936), cutting a removed officer's server and email access is an inherent consequence of the end of the mandate rather than a brutal termination (Cass. com. 24 May 2017, n° 15-21633) — though doing it weeks before the removal is — and removing an officer for having sued the company is abusive, court access being a fundamental freedom (Cass. com. 21 June 2023, n° 21-21875).

Resignation is always open; the bylaws can organise notice and defer the effect until a successor is in place. The cessation is published like the appointment — and until it is, the company cannot rely on it against third parties (C. com. Art. L 210-9).

Combining a CEO role with an employment contract in a French SAS

No text prohibits or regulates the combination of an SAS office with an employment contract in the same company — the question is its reality, and the CEO or deputy CEO is precisely the configuration where it is most workable, far more than for a full-powers president.

Three conditions carry the combination:

Distinct technical functions. The employment contract must cover technical work — engineering, sales, research — clearly separable from the direction of the company. Functions that merge into the officer's management role fail the test.

Real subordination. The employee must receive instructions and be supervised. A CEO without full powers, appointed by and under the president, can be subordinated; an officer who holds enough capital to block their own removal cannot prove subordination, and the contract is exposed. The combination is most defensible for a non-majority CEO or deputy CEO with bounded powers.

Distinct remuneration at normal conditions. The employment pay must be identified separately from the mandate pay and correspond to the salaried functions.

Two consequences give the combination its practical value. A genuine employment contract carries unemployment-insurance rights — the officer route alone does not, and paying contributions creates no tacit right, so an officer unsure of their position should ask France Travail for an opinion before relying on it. And the employment contract carries the Code du travail protections — notice, severance, unfair-dismissal control — which survive the loss of the mandate: removing the CEO does not terminate the employment, which must be ended (if at all) through the employment-law procedure. A salaried employee appointed to a full-powers office should instead have the contract suspended for the duration of the mandate. The employment contract and its amendments fall under the regulated-agreements procedure, and timing games are policed: an indemnity clause added to the contract days before the appointment, to escape the regulated-agreements control, has been struck down as fraud (Cass. com. 5 January 2016, n° 14-18688).

Structure the combination at appointment, not retroactively: a separate contract with a defined scope, separate pay, and documented subordination is what sustains it against URSSAF or France Travail challenge.

Officer plus employment contract — will your combination hold?

Pick your configuration and see whether the employment contract is likely to stand alongside the mandate.

CEO or deputy CEO vs a board seat in a French SAS

The CEO and deputy CEO are executive officers — individual legal representatives where the bylaws grant it. A board or committee member is part of a collective body with no individual external authority unless separately designated. The distinction runs through three planes.

Binding the company. An officer with representation powers signs alone; a director does not — the board acts collectively, and a single member cannot commit the company unless they also hold an officer title.

Social and tax treatment. A remunerated CEO or deputy CEO is assimilé salarié; a pure committee member is not an assimilé salarié through that role. Fixed attendance-style remuneration of the former jetons-de-présence type, where the bylaws provide for it, is taxed in the recipient's hands as investment income rather than salary, without the 40 % dividend allowance.

Removal mechanics. Each body follows its own bylaws-set rules — the removal regime for a CEO can differ from the one for board members, and often should.

The choice follows the function: operational signing authority points to an officer title; governance participation points to a board seat. The two coexist in most investor-grade SAS — an executive layer (president, CEO, deputy CEOs) and a collective body for oversight. A founder holding both a board seat and a CEO title holds two distinct roles, each with its own appointment, remuneration and removal, documented in parallel. For the design of the collective bodies themselves, see our guide to boards and committees in a French SAS.

Frequently asked questions about the CEO and deputy CEO of a French SAS

This article is for general information only and states French law as published in the sources available at the date shown above. It does not constitute legal advice. The right executive structure for a French SAS depends on the company's activity, the cap table, and the founders' specific situation. Always seek qualified legal advice before appointing, paying, or removing the officers of a French company.