The President of a French SAS: Appointment, Powers, Pay and Removal

The president of a French SAS: the only officer the law requires

A French SAS must have a president. The president is the company's legal representative against third parties — the officer whose signature alone binds the company in any transaction it enters (C. com. Art. L 227-6). The bylaws can install other officers and bodies — a CEO, a board, committees — but the president is the only role the Commercial Code imposes. Everything else about the SAS's governance is contractual; the presidency is structural.

This guide covers who can be appointed president of a French SAS, the appointment mechanics, the scope of the president's powers (including the act-outside-the-corporate-purpose rule and the delegation framework), the report obligations, the pay and the social regime, the civil, criminal and tax liability that comes with the role, the removal procedure, and the president's place in the regulated-agreements regime. The president can be a foreign legal entity acting through its own representative — one of the structural advantages of the SAS over the SARL and the SA. For the form itself, see our complete SAS guide; for the drafting of the governance clauses, see our guide to negotiating SAS bylaws.

The president as the only mandatory officer of a French SAS

The bylaws set the conditions in which the SAS is directed (C. com. Art. L 227-5), but the designation of a president is mandatory: the president is the company's legal representative against third parties (C. com. Art. L 227-6). The bylaws can add a directeur général (CEO), one or several directeurs généraux délégués (deputy CEOs), a board, a supervisory committee, an executive committee — none of those is required, and none of them substitutes for the president.

The president serves three structural functions:

The legal representative against third parties. The president signs contracts, opens bank accounts, hires employees, files registrations, and represents the company in any transaction with the outside world. The president's signature alone binds the company; third parties can rely on it without verifying internal authorisations.

The execution of shareholder decisions. The shareholders decide the matters the law reserves to them — accounts approval, capital changes, mergers, dissolution; the president runs the implementation, signs the documents, files the registrations.

The management of the company. Subject to the bylaws, the president can concentrate the whole of the administration and the day-to-day management — an SAS can be entirely run by its president. Where the bylaws install other officers and allocate management functions to them, the president's internal role contracts to whatever the bylaws leave; the external representation power remains.

One president only. The Commercial Code refers to « the » president, always in the singular, and co-presidency is excluded — two co-presidents cannot be declared to the trade registry (CCRCS, avis 2013-027 of 4 October 2013). The practical workaround is an indirect collegial presidency: appoint as president a legal entity that itself has several managers required to act jointly. The SAS then has one president, but the presidency is collegial in substance.

The president's identity is declared to the trade registry and shown on the Kbis extract — the public-facing identification of who signs for the company. The bylaws can also give a directeur général or directeur général délégué representation powers against third parties, but that transfer must appear expressly in the bylaws: the mere mention of a directeur général on the Kbis does not confer the power to represent the SAS (Cass. com. 25 May 2022, n° 20-21460). Only the titles directeur général and directeur général délégué can carry that delegated representation power.

Who can be appointed president of a French SAS

The Commercial Code is permissive on who can serve. Three points of breadth:

Individual or legal entity. Unlike the SARL (where the gérant must be an individual) and the SA (where the personne morale can only sit as a board member, never serve as president or CEO), the SAS allows a legal entity to serve as president — a French holding company, a parent, a sister entity, or a foreign company of any corporate form with legal personality. The legal entity acts through its own representative (detailed below).

No nationality requirement. A foreign president who stays based abroad follows the same rules as a French national — no French residence permit is required for the corporate role itself. A foreign president (outside the EU, EEA and Switzerland) residing in France must hold a residence document authorising a professional activity: the one-year carte de séjour temporaire « entrepreneur / profession libérale », the multi-year card after a first year of regular residence, the passeport talent multi-year card in defined cases, or the ten-year carte de résident after five years' residence. EU and assimilated nationals simply declare their residence and need no permit.

No qualification requirement by default. The president does not need to be a shareholder (the bylaws can impose it), needs no diploma, and is not a commerçant — the SAS has the commercial form, not its officer. Regulated activities carry their own sectoral requirements. Unlike the SA, no rule caps the number of offices one person holds, and no statutory age limit applies — the bylaws can install both.

The specific bar to appointment is the management ban (interdiction de gérer). Anyone struck by a court-ordered ban — typically following convictions in business matters or a personal-bankruptcy sanction — cannot direct, manage or control a commercial company; bans are centralised in the national register (fichier national des interdits de gérer), which the registry clerk checks at registration (C. com. Art. R 123-95). The president also signs a declaration of non-conviction with the registration file. Violating a ban is itself an offence (up to 2 years' imprisonment and a €30,000 fine).

Bylaws-set admission conditions. The founders can leave the choice free or fix selection criteria: shareholder status, a minimum stake, membership of a defined group of shareholders, technical competences, an age limit. Each restriction is a trade-off — it protects cohesion but hardens the structure, and lifting it later requires a bylaws amendment. Where the bylaws require the president to be a shareholder, it is prudent to provide that the transfer of the president's shares automatically ends the mandate.

A legal entity as president of a French SAS — including a foreign company

The SAS is the French commercial form in which a company — French or foreign — can itself hold the presidency. The configuration is standard in groups: the holding company presides directly over its SAS subsidiaries, and chains are possible (an SAS presided over by another SAS, itself presided over by an SA).

The liability pass-through. When a legal entity is appointed president, the legal entity's own managers are subject to the same conditions and obligations, and incur the same civil and criminal liability, as if they were president in their own name — on top of the joint liability of the legal entity they manage (C. com. Art. L 227-7). The corporate shell does not screen the individuals who run the presiding company.

The representation mechanics. The presiding entity acts through a natural person, but the law does not require the designation of a permanent representative — the SA rule that imposes one for corporate board members (C. com. Art. L 225-20) is inapplicable to the SAS. In practice the representative is the presiding company's own legal representative, who holds the legal power to bind it; a SARL gérant presiding an SAS through his company has been held implicitly empowered to dismiss an SAS employee (Cass. soc. 27 January 2016, n° 13-26761). The SAS bylaws can go further and require the presiding entity to act through a specially authorised person or a permanent representative — but breach of such a clause is not sanctioned by nullity of the acts (Cass. com. 19 January 2022, n° 20-14089).

Why groups use it. A corporate president has a permanence no individual has — the presidency does not die, resign for personal reasons, or retire. Succession and control questions move up into the presiding company, where they are handled by its own governance. The trade-off is decision overhead: internally, the representative may need authorisations within the presiding company, and conflicts can surface between the two levels.

How the president of a French SAS is appointed

The first president is mandatorily named in the bylaws (C. com. Art. L 225-16 applied through Art. L 227-1) — the identity is part of the registration file and appears on the Kbis from the day the company is registered.

Subsequent presidents are appointed in whatever way the bylaws choose. Appointment (like removal) is not among the decisions the law reserves to the shareholders — the bylaws pick the organ and the mode. In practice most bylaws provide for a collective decision of the shareholders, with the majority the clause sets (simple, reinforced, or unanimity in a closed company whose president intends to be irremovable). But the bylaws can instead entrust the appointment to a board or committee, reserve the election to a defined group of shareholders, or dispense with an election altogether — providing, for instance, that the majority shareholder is president, with the mandate ending automatically on loss of the majority. The organ that appoints the president can differ from the organ that removes; whichever design is chosen, the appointing organ should also hold the accessory powers — fixing the term, the remuneration, and any authorisation thresholds the bylaws have not fixed. The ANSA also accepts naming the president's successor in advance, in the bylaws or the appointment decision, for the case of death (ANSA, comité juridique of 1 December 2021, n° 21-040).

The term. The bylaws set it — fixed (commonly short, renewable year to year, often expiring at the meeting that approves a given year's accounts, so the shareholders rule on the president's record when deciding renewal) or indefinite. With no stated term, the president stays until death, incapacity, removal, resignation or, for a corporate president, dissolution. A fixed term gives the shareholders a periodic checkpoint without invoking the removal procedure.

Resignation. The president can always resign; the bylaws can organise the exit (notice period, effect deferred until a successor is appointed) but cannot paralyse the right. The resignation takes effect when the company learns of it, unless a clause expressly defers it (Cass. com. 20 September 2017, n° 15-28262) — and it ends the mandate even before any publicity is made (Cass. com. 12 May 2015, n° 14-12483).

Publicity. The appointment and the end of the mandate are published in a legal-announcements medium and filed at the Guichet unique for the registry update, made promptly after the decision. The company cannot rely on an unpublished change of president against third parties (C. com. Art. L 210-9): until the update, the officer on file is the one whose signature counts externally.

Which presidency configuration fits your French SAS?

Pick the situation closest to yours and see the structural points to settle before the appointment is drafted.

The powers of the president of a French SAS

The president is vested with the broadest powers to act in every circumstance in the company's name, within the limits of the corporate purpose (C. com. Art. L 227-6). No legal ceiling applies — the president can alone grant guarantees (cautions, avals) in the company's name, for instance.

Acts within the corporate purpose bind the company on the president's signature alone; the counterparty has no duty to check the bylaws or internal authorisations. One formal condition applies: the act must be signed in the company's name, with the signatory's capacity as president stated — a signature without it commits the signatory personally (Cass. com. 17 July 2020, n° 18-19292).

Acts outside the corporate purpose still bind the company, unless it proves the third party knew the act exceeded the purpose or could not have been unaware of it in the circumstances — mere publication of the bylaws does not make that proof. The counterparty acting in good faith is shielded; the company's recourse is internal, against the president.

Internal limitations. The bylaws can carve out reserved decisions requiring prior shareholder or board authorisation — a list of acts, thresholds on commitments, or an authorising organ with a defined procedure. Those limitations are inopposable to third parties (C. com. Art. L 227-6): the president still binds the company; the breach exposes the president internally. One asymmetry deserves attention: while the company cannot invoke its own bylaws limitations against a counterparty, a third party can rely on the president's breach of a bylaws limitation to contest the validity of an act (Cass. com. 14 February 2018, n° 16-21077).

Delegations of authority. The president (and, where the bylaws provide, the DG or DGD) can delegate the power to carry out defined acts — dismissing employees, signing a category of contracts, representing the company in defined proceedings. The delegation needs no particular form and no bylaws basis or registry mention; it 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 managers holding tacit delegations flowing from their role. Written delegations remain the prudent course, and sub-delegation is valid where the delegation provides for it (Cass. com. 9 July 2009, n° 08-15085). Two limits: the delegation covers defined acts rather than transferring the president's general powers, and a person under a management ban cannot act as delegate. A properly constructed delegation — to a delegate with the competence, authority and means to ensure compliance — also shifts criminal exposure for regulatory offences committed in the delegated field.

Matters reserved by law to the shareholders. Certain decisions cannot be taken by the president alone — the Commercial Code reserves them to a collective decision: accounts approval, capital increases and reductions, mergers, demergers, transformation, dissolution, appointment of statutory auditors (C. com. Art. L 227-9). The president prepares and implements; the shareholders decide. Everything else can, at the extreme, be allocated to the president — including decisions such as moving the registered office or changing the corporate name, where the bylaws so provide.

Founders should take the breadth as a design fact: the external authority cannot be cut down, so the protection is built internally — reserved-matters list, authorisation thresholds, delegation framework — and enforced through liability and removal.

The president's reports in a French SAS

Where SA rules apply to the SAS, the attributions of the board of directors are exercised by the president (or the officers the bylaws designate) (C. com. Art. L 227-1). Many SA provisions require a board report ahead of a shareholder decision, and in the SAS that report falls to the president unless the bylaws create a dedicated organ. The main occasions:

• Accounts approval — the president draws up the annual accounts and, where required, the management report;
• Capital operations — increases and reductions each call for a report explaining the rationale of the decision and its impact on shareholders' rights;
• Issues of preference shares and free-share awards — each with its own report requirement;
• Mergers and comparable restructurings — with the operation-specific reports the regime requires.

These reports are substantive protections rather than boilerplate: the shareholders vote on their basis, and an operation supported by a missing or empty report is exposed to challenge.

The management report (rapport de gestion) on the year's activity and results is dispensed for small companies (C. com. Art. L 232-1, IV) — those not exceeding two of the three thresholds of €7.5 m balance-sheet total, €15 m net turnover and 50 employees (for financial years opened from 1 January 2024). Most early-stage SAS run without one; the obligation starts as the company grows. Where the bylaws of a small SAS impose a management report by reference to Art. L 232-1, the dispensation carries through; a clause imposing the report without that reference keeps it alive (ANSA, comité juridique of 6 March 2019, n° 19-016).

The regulated-agreements report is presented by the statutory auditor where the company has one — and where it does not, the president establishes and presents it (C. com. Art. L 227-10). The regime is covered in detail below.

The president's pay in a French SAS

The conditions for fixing the president's remuneration are set in the bylaws or in the appointment decision taken by the competent organ. The Commercial Code imposes no level and no method — and no remuneration at all: where the bylaws and the appointing decision are silent, the mandate is unremunerated. A president who fixes their own pay outside the procedure the company has installed is exposed to the offence of misuse of corporate assets.

The forms. A fixed amount (the most common, for its simplicity), a percentage of profits, a mixed formula, benefits in kind (car, accommodation), exceptional remuneration for special assignments — the bylaws or the appointing organ describe the structure. Fixing an actual figure in the bylaws is unwise: every adjustment then requires a bylaws amendment. Equity instruments run alongside: since Loi Pacte 2019-486, BSPCE can be granted to members of SAS governing bodies, and free-share awards are available on the standard conditions.

Who decides. Where the bylaws install a body — the shareholders, a board, a remuneration committee — that body decides. The president who is a shareholder can take part in the vote on their own remuneration. Where the remuneration is not fixed directly by a collective decision of the shareholders, the regulated-agreements procedure applies to it.

What the courts will and will not do. The line runs through the bylaws drafting. Where the bylaws are silent and the shareholders refuse any remuneration, the courts cannot substitute themselves — the president cannot ask a judge to fix a pay level (Cass. com. 17 December 2013, n° 12-27213). Where the bylaws establish the principle and the modalities of a remuneration and leave the amount to the shareholders, a refusal to set it becomes a conflict the courts can resolve: in a group SASU, the judges determined the amount themselves on the basis of such a clause, and the group's practice of unremunerated mandates made no difference (CA Versailles, 22 October 2009, n° 08-2252). A clause that states the principle but hands the level to a body free to refuse creates the structural problem; a clause that states nothing leaves the president with no claim at all.

Excess and validation. The remuneration must stay within the company's financial capacity; a liquidation-context conviction for misuse of corporate assets over excessive pay obliges the president to repay the excessive part. Conversely, a remuneration paid without the required authorisation can be validated by the shareholders after the fact, in which case the sums need not be repaid (Cass. com. 15 March 2017, n° 14-17873).

Tax treatment and dividends. The SAS is assimilated to an SA for tax purposes (CGI Art. 1655 quinquies): the president's remuneration is a deductible charge for the company insofar as it corresponds to effective work and is not excessive, and is taxed in the president's hands as salary. Dividends received by a president who is also a shareholder are the return on the shareholding, not remuneration for the role — the two flows are distinct in nature, in tax treatment and in social treatment.

The social regime of the president of a French SAS

Assimilé salarié whatever the shareholding. A remunerated SAS president is mandatorily affiliated to the general social-security regime as an assimilé salarié (C. séc. soc. Art. L 311-3, 23°), whatever their stake — the 100 % shareholder-president of a SASU has the same status as an outside manager. This is a core contrast with the SARL, where the majority gérant falls into the self-employed (travailleur non salarié) regime with materially different treatment.

Coverage profile. The regime carries employee-style coverage — sickness, family, pension, complementary pension — with contributions computed on the gross remuneration and split between an employee portion and an employer portion.

No unemployment cover from the mandate. Only officers holding a genuine employment contract participate in the employee unemployment-insurance regime. France Travail excludes the president who is sole or majority shareholder from unemployment benefits; an officer unsure of their position can ask France Travail for an opinion, since paying contributions creates no tacit right to benefits. A president losing the role can, under conditions, claim the more limited self-employed workers' allowance (allocation des travailleurs indépendants), or subscribe voluntary private cover (GSC or APPI schemes) in advance.

Unremunerated mandates. A president who draws no pay is not affiliated through the mandate — no contributions, no rights — and the absence of remuneration does not turn the president into a self-employed worker either (Cass. soc. 1 February 1989, n° 86-17704). Founders postponing pay in the company's early months should plan personal cover separately for that window.

Combining the mandate with an employment contract in the same SAS. No text prohibits or regulates the combination, but its reality is the test: the employment functions must be technical, clearly distinct from the direction of the company, separately remunerated at normal conditions, and exercised under genuine subordination. For a president vested with the fullest powers, the combination appears impossible — no subordination link can exist, and the employment contract of a salaried appointee should be suspended for the duration of the mandate. The sole-shareholder president cannot combine the mandate with an employment contract, and gains no employee unemployment cover (Cass. soc. 16 January 2019, n° 17-12479). The combination is more realistic for a non-majority directeur général without full powers. The employment contract and its amendments fall under the regulated-agreements procedure. Employment held in a different company runs in parallel without difficulty — the two regimes add up.

The president's liability in a French SAS

The liability rules for SA directors apply to the president and officers of the SAS (C. com. Art. L 227-8). The exposure runs on four tracks.

Civil liability. The president answers, toward the company and third parties, for breaches of laws and regulations, violations of the bylaws, and management fault (faute de gestion) (C. com. Arts. L 225-251 and L 227-8). Violation of the bylaws is the most litigated ground in the SAS — typically an act signed without the internal authorisation the bylaws required. Management fault includes breaches of the duty of loyalty: a director who secretly acquired the building his co-shareholders planned to buy together, or who bought a shareholder's shares without disclosing pending negotiations at a far higher price, was held liable. Where the company suffers the harm, the shareholders can bring the company's action (action sociale) with damages awarded to the company; a shareholder suffering personal harm distinct from the company's has an individual action.

Toward third parties: the separable fault. A third party can reach the president personally only for a fault separable from the functions — an intentional fault of particular gravity incompatible with the normal exercise of the office (Cass. com. 20 May 2003, n° 99-17092). Ordinary mismanagement does not meet the threshold; withdrawing sums that endangered the company or operating without mandatory professional insurance did. On dividends: a distribution is not in itself a separable fault, even where the president is the sole shareholder receiving it (Cass. com. 12 March 2013, n° 12-11514) — but a distribution that strips the reserves and aggravates the liabilities can lead the president to bear part of the shortfall if the company later goes into liquidation (Cass. com. 25 October 2011, n° 10-23671; Cass. com. 8 April 2021, n° 19-23669).

In insolvency. Where the judicial liquidation of the company reveals an asset shortfall (insuffisance d'actif), the court can order officers — de jure or de facto — to bear all or part of it, where a management fault contributed to the shortfall (C. com. Art. L 651-2). The action belongs to the liquidation context specifically; a causal link between the fault and the shortfall is required, simple negligence is expressly excluded, and the action prescribes three years from the liquidation judgment. Case law gives the measure real edges: late declaration of the cessation of payments, failing to seek a capital increase necessary for survival, or deliberately neglecting receivables have qualified; pursuing a loss-making activity through a genuine economic crisis while cutting costs has not. The court can also pronounce personal bankruptcy (faillite personnelle) or a management ban for the serious conduct the insolvency code lists — a late declaration of cessation of payments has grounded multi-year bans.

Criminal liability. The Commercial Code applies to the SAS a defined list of offences (C. com. Art. L 244-1), sanctioned for the president as for SA officers: misuse of corporate assets (abus de biens sociaux — use of company assets in bad faith, against the company's interest, for personal ends), presentation of untrue annual accounts, distribution of fictitious dividends, and, in insolvency, banqueroute (up to 5 years' imprisonment and a €75,000 fine). The president also answers criminally, as head of the business, for regulatory offences committed in the company's operations — the exposure a proper delegation of authority displaces onto the delegate. Bypassing the regulated-agreements procedure deliberately and in one's own interest has itself supported a conviction for misuse of corporate assets.

Tax liability. Where fraudulent manoeuvres or grave and repeated breaches of tax obligations by the president have made the recovery of the company's taxes impossible, the president can be declared jointly and severally liable for those taxes — on application by the public accountant to the president of the tribunal judiciaire (LPF Art. L 267). The administration must prove the causal link and its own diligence in recovery; the measure reaches de jure and de facto directors alike.

The exposure framework is why the role is taken seriously. Bylaws design (reserved matters, authorisations), documented reporting, and clean delegations are the structural protections — they organise the internal allocation the liability rules enforce.

Removing a president — which regime are you in?

Pick your configuration and see how the removal runs, what it costs, and where the procedure can fail.

How to remove the president of a French SAS

The conditions for removing the president belong to the bylaws (C. com. Art. L 227-5) — the Commercial Code imposes no framework, and no default judicial-removal mechanism exists (the bylaws can usefully create one as a minority protection). The main design choices:

Free removal at any time (ad nutum). The shareholders (or the organ the bylaws designate — it can differ from the appointing organ) remove the president with no cause and no indemnity. Where the bylaws say the president is removable « at any time », the removed president can claim no indemnity (Cass. com. 9 March 2022, n° 19-25795), and the judge does not review the merits of the grievances — only the circumstances in which the removal was carried out.

Removal for cause (juste motif). The bylaws condition removal on a justifying cause; removal without one triggers the indemnity the bylaws set (or damages). Loss of the shareholders' confidence qualifies as a juste motif only where it is of a nature to compromise the company's interest (Cass. com. 14 November 2018, n° 17-11103). The bylaws can also install a « golden parachute » — an indemnity on any cessation of the role except gross fault — subject to the misuse-of-assets limit; conversely, where the bylaws exclude any indemnity, an extra-statutory promise cannot override them (Cass. com. 12 October 2022, n° 21-15382).

Automatic-cessation triggers. The bylaws can end the mandate automatically on defined events: transfer of the president's shares (where shareholder status is required), loss of a stake threshold, change of control of a corporate president, an age limit, a supervening incompatibility.

The procedure and the duty of loyalty. However free the removal, the manner is reviewable. The president must be convoked explicitly, informed of what is contemplated, and able to present observations before the decision — even where the ground is gross fault (Cass. com. 11 October 2023, n° 22-12361). The company owes the president loyalty in exercising the removal right: misleading the president about the purpose of the meeting, or advancing different grounds in court from those given at removal, breaches it (Cass. com. 22 November 2016, n° 15-14911). Where the president has been heard and the disagreements documented, the company has met its obligations (Cass. com. 8 April 2014, n° 13-11650). A removal must never be vexatious or injure the president's honour — damages follow where it is. A removal decided in breach of a shareholders' agreement allocating the removal power to another organ is a contractual fault toward the signatories (Cass. com. 18 September 2024, n° 22-23075), even though the corporate decision stands.

The blocked configurations. A president holding the majority needed to defeat the removal vote is, in fact, irremovable — the design point minority investors negotiate hardest. In a SASU, the sole-shareholder president is removable by no one; the exit is resignation and the appointment of a successor. And where outdated bylaws of a company that became single-member reserve removal to a « collective decision » only the president can convene, the sole shareholder can nonetheless remove unilaterally under the derogatory regime of Art. L 227-9, recording the decision in the register (ANSA, comité juridique of 6 February 2019, n° 19-006). In multi-shareholder companies, the bylaws should pair the removal regime with a convening mechanism that does not depend exclusively on the president's initiative.

Effect against third parties. Until the removal is published, the company cannot rely on it against third parties (C. com. Art. L 210-9) — the removed president's signature can still bind the company toward counterparties unaware of the change. The registry update is part of the removal's effectiveness, not an afterthought. Note the reverse trap: a president who continues to run the company after the mandate expires becomes a de facto officer and loses the benefit of the bylaws' protections, including the removal indemnity (Cass. com. 17 March 2021, n° 19-14525).

The president and regulated agreements in a French SAS

Agreements between the SAS and its president, one of its officers, a shareholder holding more than 10 % of the voting rights, or (for a corporate shareholder) its controlling company within the meaning of Art. L 233-3, are subject to a control procedure (C. com. Art. L 227-10) — unless they are routine operations concluded at normal conditions.

The report. The statutory auditor, where the company has one, presents a special report on the year's regulated agreements to the shareholders. Where the SAS has no statutory auditor, the president establishes and presents the report — the obligation does not disappear, it changes hands. The same applies where the auditor holds only the three-year small-company audit mandate, which carries a dispensation from the agreements report (C. com. Arts. L 821-57 and L 227-10). Unlike the SA, the SAS has no prior-authorisation step and no one-month notification duty toward the auditor — though the bylaws can install both, and a deliberate bypass of a bylaws-required prior authorisation has supported a conviction for misuse of corporate assets.

The vote. The shareholders rule on the report, most often with the annual accounts. The interested president or shareholder takes part in the vote: every shareholder has the right to participate in collective decisions, and the bylaws cannot remove it outside the cases the law provides (C. civ. Art. 1844). The workable protections are indirect — reducing the interested shareholder's voting rights on the resolution, or a bylaws-created organ that pre-approves draft agreements without the interested member voting (ANSA, comité juridique of 5 April 2023, n° 23-022).

Non-approved agreements. Rejection does not undo the agreement: non-approved agreements produce their effects, with the interested person — and, as the case may be, the president and other officers — bearing the consequences damaging to the company (C. com. Art. L 227-10, al. 3). The damage is assessed when the court rules.

The SASU shortcut. Agreements between the company and its sole shareholder are simply recorded in the register of decisions (C. com. Art. L 227-10, al. 4) — no report, no approval vote.

Prohibited agreements. On pain of nullity, an individual president cannot borrow from the company in any form, obtain an overdraft from it, or have the company guarantee personal commitments toward third parties — the prohibition extends to the directeurs généraux and to the representatives of a corporate president (C. com. Arts. L 225-43 and L 227-12). Where the president is a company, loans from the SAS to it are possible, subject to the regulated-agreements procedure — or freely, for routine group cash-pooling at normal conditions.

Frequently asked questions about the president 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 structure for the presidency of 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 president of a French SAS.