How to Delegate Signing Power in a French SAS So It Actually Holds Up

Delegating signing power in a French SAS: what actually holds up

The president of a French SAS holds the broadest authority to sign for the company (C. com. Art. L 227-6) — and, as the company grows, cannot sign everything. Authority gets distributed: to a CEO or deputy CEO through the bylaws, and to HR directors, finance leads, country managers and outside agents through delegations of authority (délégations de pouvoirs). French law is more liberal here than most founders expect — a delegation needs no particular form, no bylaws basis and no registry filing, and can even be tacit — but the delegations that survive a challenge are the ones structured deliberately: defined scope, sensible duration, revocability, documentation.

This guide covers the legal basis for delegation, the two layers of delegated authority (bylaws-granted officers versus operational delegates), what can and cannot be delegated, the form that produces proof, the validity limits, the criminal-liability transfer that a proper délégation de pouvoirs achieves, revocation, and sub-delegation. For the officer layer itself, see our guides to the president and to the CEO and deputy CEO of a French SAS.

The legal basis for delegating signing power in a French SAS

The president — and, where the bylaws provide, the directeur général or directeur général délégué — can delegate the power to carry out defined acts: dismissing employees, signing a category of contracts, representing the company in defined proceedings. The delegation obeys no particular formalism, is not conditioned on any bylaws clause, and is not mentioned at the trade registry (rép. min. du Luart, 9 September 2010). The Cour de cassation's chambre mixte settled the once-disputed point for the SAS: the power to act for the company is not confined to the statutory representatives — the ordinary law of delegation applies, and a delegation can even be tacit where it flows from the delegate's functions (Cass. ch. mixte 19 November 2010, n° 10-10095). Case law has upheld dismissal letters signed by a person exercising the functions of directeur général, employment contracts signed by an HR manager, and — within a group — the dismissal of a subsidiary's employee by the parent's CEO who supervised the employee's work, all without any written delegation (Cass. soc. 26 January 2011, n° 08-43475; Cass. soc. 15 December 2010, n° 09-42642; Cass. com. 13 June 2018, n° 16-23701).

Liberal validity rules are not a reason to run on tacit authority. A written delegation — describing the scope, signed and dated — remains the strongly preferred practice, in particular for engaging court proceedings in the company's name, and it is what the delegate produces when a counterparty asks for evidence. The distinction with the officer layer must also stay clear: a delegation transfers the power to perform defined acts; it does not make the delegate a legal representative of the company. Where an organisation wants a person to hold standing representation power, the route is the bylaws — the directeur général mechanism — not a delegation, and the bylaws can allow the president to appoint that CEO directly.

In a SASU the same framework applies: the president can delegate the representation power to a third party within the bylaws' limits, and the delegation must be neither absolute nor unlimited in duration, and freely revocable per the bylaws — the delegate having to justify their powers toward third parties.

The two layers: bylaws-granted officers and operational delegates

Layer 1 — corporate officers. The CEO and deputy CEOs hold representation power from an express bylaws clause under those two titles; they are declared to the registry and appear on the Kbis. One verification trap matters to every counterparty: the Kbis mention alone does not establish the power — a directeur général listed on the Kbis without an express bylaws clause cannot represent the SAS (Cass. com. 25 May 2022, n° 20-21460). Prudent third parties therefore ask an officer for an up-to-date copy of the bylaws and the appointment decision, not just the Kbis. Once the grant exists, internal limits on the officer's powers are inopposable to third parties.

Layer 2 — operational delegates. Below the officers, the president (or empowered officer) delegates defined operational authority to employees, sub-contractors or outside agents — including foreign individuals or legal entities, an entity acting through its own representative. The delegate's authority is contractual, off the Kbis, and proved transactionally by the delegation document. One capacity limit applies: a person under a management ban cannot perform management acts for the company, by bylaws or by delegation (Cass. crim. 13 June 2012, n° 11-85280).

The layers serve different needs — the officer layer is structural, visible and continuing; the delegate layer is functional, granular and reorganisable without touching the bylaws. A scaled SAS typically runs both: a small officer layer for structural credibility, and a documented matrix of delegations across HR, finance, procurement and country operations. Where a delegate in fact exercises powers equal to the president's, beware the drift: a « delegate » running the company can be treated as a de jure or de facto officer, with the liability that follows.

What can and cannot be delegated in a French SAS

Delegable: defined categories of contracts (employment, supplier, lease, customer) or contracts under a value threshold; payments and bank operations within limits; regulatory and tax filings; IP registrations; hiring and dismissal within a scope; representation in defined proceedings — including, where the delegation provides for it, with a power to sub-delegate (Cass. com. 9 July 2009, n° 08-15085).

Not delegable: the presidency itself — the office moves only through the appointment mechanism the bylaws organise, never through a delegation; the matters the law reserves to the shareholders' collective decision (accounts approval, capital operations, mergers, dissolution, transformation); and the organ functions the bylaws allocate — drawing up the annual accounts and the president's reports belongs to the president or the organ the bylaws designate, and a mere delegation does not move the responsibility for them. The bylaws can also reserve listed acts to the president personally, and can frame the president's power to delegate (categories, ceilings, durations) — a complete prohibition being unusual and impractical at scale.

An act signed by a delegate outside the delegation's scope does not bind the delegate's way: the company can contest it, and the counterparty's fallback is apparent authority (mandat apparent) — a company is bound on that basis only where the third party's belief in the signer's powers was legitimate, the circumstances excusing them from verifying (Cass. com. 22 November 2011, n° 10-23125); it has protected, for instance, a counterparty dealing with a signatory who freely used the company's stamp, chose and priced the products, and was the manager's son (Cass. com. 10 January 2012, n° 11-11322). The doctrine is a fact-specific rescue, not a substitute for verification.

Would your delegation hold up?

Pick the situation closest to yours and see where the structure stands — and what to fix.

The form of a delegation that produces proof

Since validity is liberal, the drafting battle is about evidence. The document should carry:

• The parties — the company with full identification (name, registered office, RCS number), the president signing in that capacity, and a named delegate (an individual by name; an entity by its corporate identification, with the individual who will exercise the authority identified where useful);
• The scope — described so a third party can tell whether a given act falls inside: contract categories, value thresholds, a functional field, a territory, or a combination;
• The duration and revocability — a fixed term, a term tied to the delegate's role, or an indefinite term expressly subject to revocation at any time;
• Date and signatures — the president for the company, and the delegate accepting; the signature must engage the company, so the capacity is stated;
• For regulated fields — the resources, staff and budget placed at the delegate's disposal, since the criminal-transfer conditions are assessed on that trail.

For international counterparties, a bilingual document (French governing) avoids sworn-translation friction in a dispute. And the delegate should hold — and be ready to produce — the document itself; for wide delegations, counterparties on significant transactions commonly ask for a transaction-specific confirmation from the president in addition.

The validity limits: not absolute, not unlimited, always revocable

Three principles frame the delegation of the representation power — stated by the treatise for the president's delegation to a third party, and applied by careful practice to every delegation.

Not absolute. A delegation transfers the power to perform defined acts; it cannot hand over the president's entire authority. A document purporting to do so is an attempted substitution of the delegate for the president — and the person exercising the full powers in fact risks qualification as an officer, with officer liability. A delegation can still be broad: « all operational acts within [a business line], for as long as [the role], revocable at any time » has a recognisable scope, duration and revocation mechanism, which is what validity requires.

Not unlimited in duration. The term should be finite or anchored — to the role, to a project, to a renewable cycle. A delegation surviving the delegate's departure from the company is structurally suspect; tying the term to the role makes the extinction automatic.

Revocable. The president must retain the power to end the delegation — freely, or under the procedural conditions the document installs. An irrevocable delegation would strip the company of control over its own representation and fails.

Courts police the boundaries in both directions: they strike additions as well as omissions. When lower judges required a litigation delegation to be granted « instance by instance », the Cour de cassation censured them for adding a condition the law does not contain (Cass. com. 9 July 2009, n° 08-15085). The framework is the parties' own design, within the three principles.

Délégation de pouvoirs as a criminal-liability defence

The president answers criminally, as head of the business, for regulatory offences committed in the company's operations — health and safety, environment, employment, sectoral compliance. The established escape is the délégation de pouvoirs: where the president did not personally participate in the offence, they are exonerated by proving the powers had been delegated to a person endowed with the competence, the authority and the means necessary to ensure compliance effectively (Cass. crim. 17 June 1997, n° 95-83010). The liability then sits with the delegate who ran the regulated field.

Each condition has bite. Competence: technical knowledge and experience for the field — and where a regulation requires a personal qualification, a delegation to an unqualified person fails the condition. Authority: real decision power, including over staff and operations, not a title. Means: budget, staff, equipment. A delegation failing any leg leaves the president exposed — the delegate had the responsibility on paper but could not discharge it. The courts assess the conditions on the documentary and organisational trail: the delegation document, the organisation chart, the budget lines, the delegate's actual practice.

The transfer is scope-bound, not global: offences outside the delegated field stay with the president, and the president's personal participation in an offence defeats the defence entirely. That is why scaled companies run a deliberate matrix of delegations across regulated fields — each scoped, resourced, and periodically reviewed against the organisation as it actually operates.

Revoking a delegation — and making the revocation stick

Between the parties, revocation is simple: notice to the delegate, in a form matching the original document, effective forward from its date — never retroactively, since acts signed under a then-valid delegation stay valid. Conditional-revocation designs (notice periods, indemnities) are possible where the delegation is part of a wider executive package. A delegation tied to a role ends with the role automatically; and revoking a delegation held by an employee does not terminate the employment contract — the two are independent.

Toward third parties, the work is notification. An officer's loss of bylaws-granted powers becomes opposable through the registry publication; an operational delegate is not on any register, so the company must tell the counterparties who dealt with the delegate — and where the delegation was disclosed broadly, revoke it just as broadly. A former delegate who keeps signing exposes the company to apparent-authority arguments; the defence weakens as the company's notification effort strengthens. A revocation inventory — who holds what, notified where — is the operational tool.

Sub-delegation: passing authority down the chain

A delegate can sub-delegate where the original delegation provides for it — the Cour de cassation upheld a sub-delegate's court representation exactly on that basis (Cass. com. 9 July 2009, n° 08-15085). Absent a sub-delegation faculty in the original document, the authority does not propagate. The sub-delegation lives within the original's bounds — no wider scope, no longer duration — and should meet the same documentary standard, because the chain is only as strong as its weakest link: an invalid upstream delegation brings down everything beneath it, and a counterparty dealing with the bottom of the chain may need to verify every link.

Practice favours short chains. Two layers — an officer, then one operational layer — cover most organisations; where standing regional or functional authority is needed below that, bylaws-granted deputy-CEO titles are structurally cleaner than a cascade of sub-delegations. The group configuration adds its own route: within a group, the parent's CEO who supervises a subsidiary employee's work has been held able to dismiss that employee without a written delegation (Cass. com. 13 June 2018, n° 16-23701) — a useful backstop, not a system to rely on.

Does your delegation actually shift the regulatory exposure?

Answer for the delegate who runs the regulated field — the three conditions decide where criminal liability sits.

Frequently asked questions about delegating signing power in 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 delegation framework for a French SAS depends on the company's activity, organisation, and regulatory environment. Always seek qualified legal advice before drafting or revoking a délégation de pouvoirs in a French company.