A French SAS that signs an agreement with its own president, with another empowered officer, with a shareholder holding more than 10 % of the voting rights, or — for a corporate shareholder — with the company controlling that shareholder, enters the conventions réglementées regime of Art. L 227-10 of the Commercial Code. The regime is a control procedure, not a prohibition: the agreement is identified, reported to the shareholders, and voted on. Three classes of agreement must be kept apart from the start — regulated agreements (controlled), routine agreements at normal conditions (entirely free), and prohibited agreements (void: loans and guarantees from the company to its individual officers, Art. L 227-12).

This guide covers what counts as a related-party deal and who the covered persons are, the routine-operations exclusion, the procedure with and without a statutory auditor, the shareholder vote — including the counterintuitive rule that the interested shareholder votes — the real sanction regime for non-approved agreements, and the lighter SASU mechanism. For the officer-side view of the same regime, see our guides to the president and to the CEO of a French SAS.

> 10 %
The voting-rights threshold above which a shareholder's agreements with the SAS enter the control procedure
3 classes
Regulated (reported and voted), routine at normal conditions (free), prohibited (void) — the classification drives everything
Effects kept
A non-approved agreement still produces its effects — the interested person bears the consequences damaging to the company (Art. L 227-10, al. 3)

Art. L 227-10 covers non-routine agreements concluded, directly or through an interposed person, between the SAS and:

The president and the other officers. The president is covered without question. For other roles, function decides: a directeur général or directeur général délégué exercising all or part of the president's powers under the bylaws is covered, as is an executive officer or member of a collegial organ holding direction power. Practice positions extend the control by analogy to members of a supervisory committee (ANSA, comité juridique of 7 July 1995, n° 2803) and to bodies such as a sponsorship council or steering committee holding powers close to a supervisory board's (CNCC); a mere special committee that neither is a de jure officer nor behaves as a de facto one is not assimilated. An agreement between the SAS and the managers of its corporate president also falls within the field (CNCC, EJ 2011-23).

A shareholder holding more than 10 % of the voting rights. The computation runs on voting rights, not capital: shares deprived of votes (non-voting preference shares, unpaid shares after formal notice, treasury and self-control shares) drop out of the count, while multiple-vote preference shares count at their weight — so a holder of less than 10 % of the capital can be covered, and vice versa. For individuals, only directly held votes are counted (CNCC position).

For a corporate shareholder — the company controlling it within the meaning of Art. L 233-3. The regime reaches up the chain to the controlling parent of a shareholder, and interposed-person structures are caught by the statute's own terms. Note the direction of this limb: the covered counterparty is the company controlling a corporate shareholder — agreements between the SAS and its own subsidiaries are not, as such, on the list (though a subsidiary can be caught as an interposed person or where it is itself a >10 % shareholder).

Timing edges. The control concerns officers in office: an indemnity in an employment contract concluded a month before the signatory's appointment was enforceable, no fraud being shown (Cass. com. 16 May 2018, n° 16-13207) — but an amendment signed days before the appointment precisely to escape the procedure was struck down as fraud (Cass. com. 5 January 2016, n° 14-18688), and the modification, after appointment, of an agreement concluded before it goes through the procedure. Where a future appointment is already contemplated, running the procedure is the prudent course.

Common regulated configurations: a lease of premises owned by the president to the SAS; a services agreement with the parent of a corporate shareholder; an asset sale with a related party; the officer's remuneration where it is not fixed directly by a collective decision; a consulting agreement with an interposed entity; the current-account advance a shareholder-officer makes to the company. And one configuration is not regulated but prohibited: on pain of nullity, an individual president, directeur général or representative of a corporate president cannot borrow from the company in any form, obtain an overdraft, or have the company guarantee personal commitments (C. com. Arts. L 225-43 and L 227-12) — a corporate officer, by contrast, can borrow subject to the procedure, and routine group cash-pooling at normal conditions stays free.

The exclusion: routine operations at normal conditions

Agreements that are both current operations — of the kind the company carries out habitually within its activity as fixed by its corporate purpose — and concluded at normal conditions — no exorbitant gain or exceptional terms for the related person, assessed against the company's own practice and the sector's — escape the regime entirely: no report, no vote, no register mention. Both tests are cumulative; failing either brings the procedure back.

Case law and doctrine give the tests their texture: a one-off agreement is by that fact hard to qualify as current (Cass. com. 11 March 2003, n° 01-01290); a disposal qualifies only if limited in scope and on sufficiently usual terms (Cass. com. 1 October 1996, n° 94-16315); amendments extending operations of a kind already practised are current (Cass. com. 21 April 1977); tax-consolidation agreements organised neutrally, and group treasury agreements between linked companies at normal conditions, have been treated as routine (CNCC; CA Versailles, 2 April 2002).

The exclusion carries most intra-group daily business — supplies, standard services, licensing at market terms. The pressure point for foreign groups is the parent services agreement (management fees): current-operation status depends on the services genuinely fitting the ordinary pattern, and normal-conditions status on the pricing holding against market references — a transfer-pricing-driven price puts the exclusion at risk and pulls the agreement into the procedure. When in doubt, run the procedure: it costs a report line and a resolution.

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The report. Where the SAS has a statutory auditor, the auditor establishes the special report on the year's regulated agreements. Where it has none — the position of most early-stage SAS — the president establishes and presents the report (C. com. Art. L 227-10): the obligation changes hands, it does not disappear. The same presidential route applies where the auditor holds only the three-financial-year small-company audit engagement, which is dispensed from the agreements report (C. com. Art. L 821-57). No one-off auditor appointment is ever needed for the regime.

What feeds the report. Unlike the SA, the SAS has no legal duty to notify the auditor of agreements within a month of conclusion — the SA's Art. L 225-40 mechanism does not apply — and the auditor conducts no systematic search: they report on what they are told and what their general mission reveals, and where told of nothing, they still issue a report saying so. Obstructing the auditor's access is a criminal offence (délit d'entrave, C. com. Art. L 821-6 — up to 5 years and €75,000). The bylaws can usefully organise what the statute does not: an information duty on interested persons, and a notification channel to the auditor or president.

The content. The SAS report can follow the SA template (C. com. Art. R 225-31) as a guide: the agreements submitted, the interested persons, their nature and purpose, the essential terms — prices, payment terms, interest, security — and what makes the agreement of interest to the company, plus the year's performance under agreements approved in prior years.

The vote. The shareholders rule on the report — most often with the annual accounts, though the Code imposes no deadline, and a separate decision works. There is no prior-authorisation step in the SAS (the bylaws can create one — with teeth: a deliberate bypass of a bylaws-required prior authorisation has supported a misuse-of-corporate-assets conviction, Cass. crim. 25 September 2019, n° 18-83113, and cessions concluded in fraud of such a clause have been held liable to annulment). And, the SAS's signature feature: the interested shareholder takes part in the vote. Every shareholder has the right to participate in collective decisions (C. civ. Art. 1844), and the bylaws cannot remove it outside legal cases. Minority protection is engineered indirectly — reducing the interested shareholder's votes on the resolution, a bylaws-created pre-approval organ from which the interested member abstains, or a pacte commitment to abstain (ANSA, comité juridique of 5 April 2023, n° 23-022).

What actually happens to a non-approved related-party deal

The sanction regime is milder — and sharper — than most founders expect.

The agreement keeps its effects. A regulated agreement that the shareholders reject, or that was never submitted, still produces its effects. The consequence is a liability allocation, not a nullity: the interested person — and, as the case may be, the president and the other officers — bear the consequences damaging to the company (C. com. Art. L 227-10, al. 3), the damage being assessed at the moment the court rules. A dismissal indemnity paid under an unapproved amendment survived, for instance, because a third party's guarantee meant the company suffered no damaging consequence (Cass. com. 16 September 2008, n° 07-43601).

The liability layers. Beyond the al. 3 allocation, the president who concludes a regulated agreement with damaging consequences engages management-fault liability whether or not the shareholders approved it (Cass. com. 18 December 2024, n° 22-21487, for a SARL but transposable); a deliberate, self-interested bypass of a bylaws-required prior authorisation exposes the officer to a misuse-of-corporate-assets conviction (Cass. crim. 25 September 2019, n° 18-83113); and agreements concluded in fraud of a bylaws prior-authorisation clause have been held liable to annulment on general contract-law grounds (CA Paris, 12 June 2007). Nullity as such is reserved to the prohibited agreements of Art. L 227-12 — those are void outright.

The cure. An omitted agreement is regularised by putting it to the shareholders at a later collective decision with the corresponding report — cleaning the file matters most on the road to an audit, a financing or an exit, where due diligence reliably surfaces unreported related-party arrangements.

Related-party deals in a SASU: the register mechanism

In a single-shareholder SAS, agreements concluded, directly or through an interposed person, between the company and its president, one of its officers, its sole shareholder or — for a corporate shareholder — the company controlling it, give rise to no special report and no approval vote: they are simply mentioned in the register of decisions of the sole shareholder (C. com. Art. L 227-10, al. 4). The simplification matches the structure: the protective vote would be cast by the person on the other side of most of these agreements.

The edges of the shortcut deserve care. The register entry should identify each agreement usefully — parties, date, object, key terms — because it is what a later auditor, buyer or co-investor reads, and the mention covers officer agreements as well as sole-shareholder ones. Routine operations at normal conditions stay outside everything, as in the plural SAS. The prohibited-agreements rule applies undiminished — a SASU cannot lend to its individual president either. And the day a second shareholder joins, the standard regime takes over for new agreements: the classification reflex should be in place before the cap table opens, not after.

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What is a convention réglementée in a French SAS?

A non-routine agreement concluded, directly or through an interposed person, between the SAS and its president, another empowered officer, a shareholder holding more than 10 % of the voting rights, or — for a corporate shareholder — the company controlling it (C. com. Art. L 227-10). It must be reported to the shareholders (by the auditor, or the president absent one) and voted on.

Are routine commercial contracts with related parties covered?

No — current operations concluded at normal conditions are entirely outside the regime. Both tests are cumulative: habitual-activity fit (a one-off deal rarely qualifies) and market-consistent terms (no exorbitant gain or exceptional conditions for the related person). Keep the evidence of both; the exclusion is scrutinised precisely when a deal is later contested.

Does an SAS without an auditor need to appoint one for the regime?

No — where the company has no statutory auditor, the president establishes and presents the report on regulated agreements (C. com. Art. L 227-10), and the same applies where the auditor holds only the small-company three-year engagement (Art. L 821-57). The report obligation never disappears; it changes hands.

Can the related party vote on their own agreement?

Yes — unlike the SA, the SAS does not exclude the interested shareholder, and the bylaws cannot strip the right to vote (C. civ. Art. 1844). Protection is engineered indirectly: reduced voting rights on the resolution, a pre-approval organ from which the interested member abstains, or a pacte abstention commitment (ANSA, 5 April 2023, n° 23-022).

What happens if a regulated agreement is never approved?

It keeps its effects — non-approval is not nullity. The interested person, and as the case may be the officers, bear the consequences damaging to the company (C. com. Art. L 227-10, al. 3), assessed when the court rules; management-fault liability runs whether or not approval was given; and a fraudulent bypass of a bylaws prior-authorisation clause can ground annulment and even a misuse-of-assets conviction. Regularise omitted agreements at the next collective decision.

Can the SAS lend money to its president?

Not to an individual president — loans, overdrafts and company guarantees of personal commitments are prohibited and void for individual presidents, CEOs and the representatives of a corporate president (C. com. Arts. L 227-12 and L 225-43). A corporate officer can borrow subject to the regulated-agreements procedure, and routine group cash-pooling at normal conditions stays free. The lawful reverse flow — the officer lending to the company through a current account — is a classic regulated agreement.

Does the regime apply when the SAS contracts with its own subsidiary?

Not as such — subsidiaries are not on the L 227-10 list, which reaches upward (the company controlling a corporate shareholder) rather than downward. A subsidiary can still be caught as an interposed person for a covered insider — and most parent-subsidiary flows fit the routine exclusion when priced normally.

How does the SASU handle related-party agreements?

Agreements between the company and its president, its officers, its sole shareholder or the company controlling a corporate sole shareholder are only mentioned in the register of decisions (C. com. Art. L 227-10, al. 4) — no report, no vote. The mention should still identify each agreement properly; prohibited loans stay void; and the full regime resumes for new agreements once a second shareholder joins.

Key takeaways on related-party deals in a French SAS
Three classes drive everything: regulated agreements (reported and voted — C. com. Art. L 227-10), routine operations at normal conditions (entirely free), and prohibited agreements (loans and guarantees to individual officers — void, Art. L 227-12).
The covered persons: the president, officers exercising president-like powers, shareholders above 10 % of the voting rights (computed on votes, not capital), and the company controlling a corporate shareholder — with interposed persons caught and supervisory-body members added by practice positions.
The report changes hands, never disappears: the auditor writes it where one exists; the president writes it otherwise (and under the small-company audit engagement) — no one-off auditor appointment, no SA-style one-month notification duty, and a report due even for a blank year.
The interested shareholder votes — the bylaws cannot remove the right (C. civ. Art. 1844); minority protection runs through reduced votes on the resolution, pre-approval organs, pacte abstentions, and bylaws prior-authorisation clauses whose fraudulent bypass is criminally exposed.
Non-approval is not nullity: the agreement keeps its effects and the interested person bears the damaging consequences (Art. L 227-10, al. 3) — with management-fault liability running in parallel and regularisation available at the next collective decision.
The SASU shortcut is a register mention (Art. L 227-10, al. 4) covering agreements with the sole shareholder and the officers alike — written well enough to survive due diligence — with the ordinary regime returning in full when the cap table opens.
Contracting with your own French SAS?

Petroff Avocats runs the conventions-réglementées framework for French SAS, including the classification of agreements against the routine exclusion with the supporting evidence file, the president's and auditor's reports, the shareholder-vote mechanics with the minority-protection designs the statute does not provide, the bylaws drafting on prior authorisation and information channels, the regularisation of omitted agreements ahead of audits and exits, the group configurations — management fees, cash-pooling, IP licensing — in coordination with transfer-pricing advisers, and the SASU register mechanism. We act for foreign parents contracting with their French subsidiaries, for founders on both sides of insider agreements, and for investors policing related-party flows. See our SAS incorporation mandate for the full scope.

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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 handling of a related-party agreement depends on the persons involved, the agreement's terms, and the company's audit profile. Always seek qualified legal advice before entering or approving a related-party transaction in a French company.