How to Take Shareholder Decisions in a French SAS: Written Consent, Meetings and Signed Acts

Shareholder decisions in a French SAS: the bylaws write the rules

A French SAS is a contractual company, and nowhere is that clearer than in how its shareholders decide. The bylaws design almost everything — which matters go to the shareholders, in what form (meeting, written consultation, signed act), on what notice, with what quorum and majority, and how the result is recorded. The Commercial Code fixes only a short list of matters that must be decided collectively (C. com. Art. L 227-9), a handful of unanimity cases, and — since case law settled the point — one floor: no decision can pass with fewer than a simple majority of the votes cast.

This guide covers the matters reserved to the shareholders by law, the three consultation methods, the quorum, majority and voting-rights design, the convening procedure and the information the shareholders must receive, the recording of decisions, the unanimity rules as they stand after the 2019 reform, and the 1 October 2025 nullity reform. For the clauses those votes often concern — transfer restrictions, exclusion, preference shares — see our guides to negotiating SAS bylaws and to preference shares.

Decisions reserved to the shareholders by law in a French SAS

The following must be taken collectively by the shareholders, whatever the bylaws otherwise provide (C. com. Art. L 227-9, al. 2): approval of the annual accounts and allocation of the results; appointment of statutory auditors; capital increase, amortisation and reduction; merger and demerger; dissolution; and transformation into a company of another form.

The statutory list is not quite complete. The collectivity of the shareholders also holds: the adoption or modification of the bylaws clauses on inalienability, transfer approval (agrément), exclusion, and the forced sale of a shareholder (C. com. Art. L 227-19); the decision on the report on regulated agreements; the decision on continuing the company where half the capital is lost (C. com. Art. L 225-248); and any decision increasing a shareholder's commitments.

The sanctions behind the list have teeth. Decisions taken in the reserved domains outside a collective decision can be annulled at the request of any interested party (C. com. Art. L 227-9 — subject, from 1 October 2025, to the reformed nullity regime covered below). And a president who fails to consult the shareholders as the bylaws provide on a capital operation, merger, demerger, dissolution or transformation commits an offence punished by six months' imprisonment and a €7,500 fine (C. com. Art. L 244-2) — a sanction that does not extend to the accounts-approval and auditor-appointment items.

The bylaws can extend the list freely — imposing prior shareholder authorisation for sensitive management operations (real-property disposals, business-line transfers, participations, security interests, per-operation spending thresholds, branch openings, registered-office transfers). Those extension clauses are inopposable to third parties — the president's external power is absolute — but between shareholders they work: signing without the required authorisation is a management fault engaging the president's liability. The shareholders can also delegate: for capital increases, the collective decision can delegate competence to the president to decide later issues within a cap — the delegating decision itself remaining a collective one (see our capital-raise procedure guide).

The three consultation methods in a French SAS

The bylaws choose one or several of the three traditional modes — and the choice is exclusive: a consultation mode the bylaws do not provide for cannot be used without first amending them.

The meeting (assemblée). Any form of physical (or remote) gathering of the shareholders. There is no need to split « ordinary » and « extraordinary » meetings as in an SA — one meeting type with reinforced majorities for defined matters does the work. The bylaws can deem shareholders participating by videoconference or telecommunication present for quorum and majority, provided the means identify them and carry the deliberations. The formalism is what the bylaws make it, with a proof-driven minimum: minutes drawn up and signed by the session's president, recording date, place, agenda, votes and resolutions, kept in an initialled register (which can be electronic).

The written consultation. The resolutions and information documents are sent to every shareholder; each votes in writing (paper or electronic, as the bylaws provide) within a response window — eight days is typical — after which late votes count as abstentions; the president draws up a record of the process and the vote counts. Fast, travel-free and proxy-free, the method suits routine matters; its limit is the absence of any live exchange of views, and resolutions are frozen as circulated — a written consultation cannot pivot to an undrafted resolution mid-process.

The decision in a signed act. The shareholders sign a single document recording that they have taken the listed decisions, with the documents provided to them referenced in the act. It is the fastest form — no convening, no response window — and suits small, aligned cap tables, including the rotating-signature practice for a handful of shareholders. In theory an act signed by holders of the bylaws-required majority could suffice, with non-signers counted as abstaining; in practice the proof problems are such that the decision in an act should be treated as requiring every shareholder's signature. The consent it records must be informed — an error or fraud in the information provided vitiates it.

The three modes combine freely: bylaws commonly reserve the meeting for substantive matters and allow written consultation or a signed act for the rest, and can add that any other legally admitted consultation mode may be used by the president. One carve-out to know: an SAS that has raised funds through crowdfunding must apply the SA's assembly rules — agenda, quorum, majority — to its shareholder consultations (C. com. Art. L 227-2-1).

Quorum, majority and voting rights: the bylaws design — and its two limits

Majorities are free — above a floor. The bylaws fix the majority rules for every decision outside the unanimity cases: simple majority even for major operations such as a merger, reinforced majorities (two-thirds, three-quarters) for sensitive matters, different rules per category. The majority can be computed over all existing votes or over the votes of those present and represented — but it cannot be set below a simple majority of the votes cast: a clause letting a third of the voting rights carry a decision is invalid, the need to separate the shareholders being a limit on the SAS's contractual freedom (Cass. com. 19 January 2022, n° 19-12696; Cass. ass. plén. 15 November 2024, n° 23-16670).

Abstentions need express treatment. A clause counting abstentions as positive votes should not be attempted (ANSA, comité juridique of 9 December 2009, n° 09-069); and where the bylaws simply say « majority of the votes », the ANSA reads the majority as computed over all existing votes — absent shareholders included — so an abstention operates as a vote against (ANSA, comité juridique of 9 September 2020, n° 20-034). Precise drafting avoids the trap: either « majority of shareholders present or represented, abstentions counting against », or « majority of the votes validly cast, abstentions and blanks excluded from the count ».

Quorum is optional. Absent a statutory quorum clause, a meeting's validity does not depend on any minimum presence — though the majority basis can create a de facto quorum. Where a quorum is set, it is computed on the shares carrying voting rights, whatever caps apply to the votes themselves (Cass. com. 5 May 2009, n° 08-17831). Investor-grade bylaws usually install one, often with a second-meeting mechanism restricted to the first meeting's agenda.

Voting weight is a design variable. Proportionality to shares is the usual rule, but the bylaws can create multiple-vote shares, one-vote-per-shareholder rules, votes capped at a proportion of the other shareholders' votes, and share classes with differentiated rights — subject to one absolute: every shareholder has the right to participate in collective decisions, whatever the number of shares held (C. civ. Art. 1844), so access thresholds to meetings are invalid. Where preference-share classes exist, decisions affecting a class run through the class-consultation machinery the bylaws organise — see our preference-shares guide.

The matrix should align with the other governance layers — the board's reserved matters where a body exists, and the pacte's vetoes — so the three instruments gate the same decisions consistently.

Which consultation mode fits your decision?

Pick the decision you are preparing and see the form, the trap to avoid, and the documents to line up.

Convening a French SAS shareholder decision — and the information behind it

Who convenes. The bylaws designate the organ — classically the president, with a subsidiary power for the statutory auditor or a bylaws-designated body if the president is idle. Two protections deserve systematic drafting: a right for shareholders (usually at a capital fraction held by non-executives) to trigger the consultation directly, so control does not depend on the executive's initiative; and clarity on who fixes the agenda. Where the bylaws are silent on the convening organ, case law has admitted meetings convened directly by shareholders (Cass. com. 5 May 2009, n° 08-17831) — and where a president statutorily competent to convene refuses, the commercial-court president can appoint an ad hoc agent to do it, in adversarial proceedings (Cass. com. 25 March 2014, n° 13-16089); a court asked by shareholders acting legitimately in the company's interest to appoint such an agent must grant the request (Cass. com. 6 February 2019, n° 16-27560, rendered for a SARL but transposable to the SAS).

Form and notice. Free — registered letter, email with acknowledgment, even verbal convening where the bylaws admit it (with its proof risks); the notice period is free but must be reasonable, in the order of eight days. The notice identifies the company and states the agenda explicitly enough to be understood without other documents. The place: the registered office or its département, unless the bylaws provide otherwise; in their silence the president fixes it, abuse of right aside.

The information package. The documents follow the matter: the president's report (and any auditor reports) for capital operations and restructurings, the accounts, management report where due, and regulated-agreements report for the annual decision, the interim financial statement where a capital operation follows the accounts by more than the regime's interval. The convening mode must fit the documentation — verbal convening is unavailable where documents must be transmitted in advance. A vote procured on wrong or missing information is exposed: the consent must not be vitiated by error or fraud, and a shareholder decision taken in breach of bylaws-set forms can be annulled where the breach was capable of influencing the outcome (Cass. com. 15 March 2023, n° 21-18324 — for the pre-October 2025 regime).

Meeting mechanics. Every shareholder participates, whatever their holding (C. civ. Art. 1844); proxies are what the bylaws make them (free choice, shareholders-only, spouse — with a special power per meeting); an attendance sheet is useful only where numbers or a quorum justify it; the session president — usually the SAS president — runs the debates, with a secretary where useful; the vote can be by show of hands or secret ballot as the bylaws or the meeting decide. Two members of the CSE may attend meetings in companies of at least 50 employees, and the CSE can table draft resolutions. On the litigation edges: a référé judge can adjourn a meeting or suspend the effects of adopted resolutions, but cannot annul them (Cass. com. 13 January 2021, n° 18-25713); and an heir in indivision has standing to seek adjournment to protect the indivision's rights (Cass. com. 7 July 2020, n° 18-19330).

Recording the decision: minutes, registers, implementation

Whatever the mode, the company must be able to prove what was decided. For a meeting, minutes drawn up and signed by the session president record the date, place, agenda, participating shares, documents submitted, a summary of the debates and the full resolutions. For a written consultation, the president's record covers the process (mailings, documents) and the per-resolution counts. For a signed act, the act itself is the record, mentioning the documents provided. The minutes and records are kept in a register — initialled (mayor or commercial-court judge) for evidentiary weight — which can be maintained electronically with integrity safeguards.

Certified copies or extracts of the minutes serve the registry formalities and third-party requirements — including the proof of powers of officers other than the president. Implementation belongs to the executive: filings for capital changes, bylaws amendments and transformations follow the decision, and the shareholders must be informed of the result of any remote consultation.

When unanimity is required for a French SAS shareholder decision

Unanimity is the exception — and its perimeter changed in 2019, so many older checklists overstate it.

Clauses whose adoption or modification requires unanimity (C. com. Art. L 227-19, al. 1). Two clause families remain: the inalienability clause (lock-up, C. com. Art. L 227-13), and the change-of-control clause set — the obligation of a corporate shareholder to inform the company when its control changes, with the bylaws-organised suspension of voting rights and exclusion that can follow (C. com. Art. L 227-17). A decision adopting or modifying these without unanimity is void (Cass. com. 8 April 2014, n° 13-18120).

What no longer requires unanimity. Since Loi 2019-744 of 19 July 2019, the exclusion clause (C. com. Art. L 227-16) can be adopted or modified by a collective decision taken at the majority the bylaws set — and the transfer-approval clause (agrément, C. com. Art. L 227-14) follows the same collective-decision regime. The change removed the single-shareholder veto that used to block exclusion regimes from being added after incorporation — although installing the full clause set at incorporation remains the cleaner practice, since a later amendment still needs whatever majority the bylaws demand, and the negotiation dynamics harden once investors are in.

One-off decisions requiring unanimity. The unanimous appointment of the contribution valuer at an in-kind capital increase (C. com. Art. L 225-147); the decision to dispense with a merger auditor (C. com. Art. L 236-10); the transformation of a company into an SAS (C. com. Art. L 227-3); a capital increase by raising the par value of existing shares, unless carried out by incorporation of reserves (C. com. Art. L 225-130, al. 2); and the transformation of the SAS into an SNC (C. com. Art. L 225-245).

Unanimity by default, unless the bylaws say otherwise. Any modification of the bylaws (C. civ. Art. 1836, al. 1), the extension of the company's term (C. civ. Art. 1844-6), the appointment of the liquidator after dissolution and the approval of accounts in liquidation — all require unanimous consent where the bylaws have not installed a majority rule, which well-drafted bylaws always do.

The commitments rule. In no case can a shareholder's commitments be increased without their consent (C. civ. Art. 1836, al. 2) — the rule that catches mergers and demergers increasing shareholder commitments (C. com. Art. L 236-5) and any clause deepening a shareholder's financial exposure.

Two working rules complete the picture. Unanimity means all the shareholders of the company — not merely all those present or represented at a meeting (Cass. 3e civ. 5 January 2022, n° 20-17428). And the law is silent on form: unanimity can result from an informal accord, though for decisions touching the contract's equilibrium the bylaws usefully require a meeting. The bylaws can also impose unanimity beyond the legal cases — for transformation, removal of the president, dissolution — at the price of giving every shareholder a veto.

Will your resolution pass? Test your majority clause

Enter the vote counts and see whether the resolution passes under the two standard clause drafts — and where the majority floor bites.

The 1 October 2025 nullity reform and SAS shareholder decisions

Ord. 2025-229 of 12 March 2025 rebuilt the nullity regime for company decisions, with the declared aim of restricting the nullity risk. The new provisions apply from 1 October 2025, centralised in the Civil Code (Arts. 1844-10-1 to 1844-17).

Until 30 September 2025, shareholder deliberations could be annulled for violation of an imperative legal rule (including the L 227-9 requirement of a collective decision), of the imperative rules of the contract of company, or of a general contract-nullity cause — and for violation of a bylaws rule imposing a collective decision (with its forms and conditions) where the breach was capable of influencing the outcome (Cass. com. 15 March 2023, n° 21-18324). The action prescribed in three years from the deliberation (C. com. Art. L 235-9, al. 1).

From 1 October 2025, the causes are violation of an imperative provision of company law (a perimeter now wider than the Commercial Code's book II) or of a general contract-nullity cause — and, the headline change for the SAS, the bylaws themselves can provide that decisions taken in violation of their rules are void (C. com. Art. L 227-20-1). The faculty cuts both ways: a blanket clause voiding any breach of any bylaws rule would expand the nullity risk the reform means to shrink, so drafters should attach the sanction only to the clauses that deserve it — transfer restrictions, reserved-matter authorisations, exclusion procedures.

The judge's filter. The claimant must show a grievance resulting from the irregularity and that it influenced the decision's outcome, and the court then weighs proportionality — the consequences of the irregularity against those of annulment, in light of the company's interest (C. civ. Art. 1844-12-1). By exception, defined breaches remain void as of right, with no filter — for instance the omission of the legal-reserve allocation, or the participation of the to-be-converted ordinary holders in a preference-share creation vote. Cascade-limiting mechanisms complete the design: no nullity, in principle, for the irregular composition of a corporate organ (C. civ. Art. 1844-15-1); the court can defer the effects of an annulment whose retroactivity would be manifestly excessive for the company (C. civ. Art. 1844-15-2); and regularisation windows can be fixed, even ex officio (C. civ. Art. 1844-13).

The reform's « social decisions » notion covers collective shareholder decisions and internal governance decisions alike, but not the company's agreements with third parties. The practical message is unchanged from the old regime: keep the procedure clean — convening, information, majority, register — and treat the new bylaws-nullity faculty as a scalpel, not a hammer.

Frequently asked questions about shareholder decisions 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 decision framework for a French SAS depends on the company's cap table, governance layers, and the shareholders' specific situation. Always seek qualified legal advice before designing or amending the decision rules of a French company.