French Commercial code
In forceA société par actions simplifiée may be formed by one or more persons who shall bear losses only up to the amount of their contribution.
Where such a company comprises only one person, that person shall be referred to as the "sole member". The sole member shall exercise the powers vested in the members where this Chapter provides for collective decision-making.
Insofar as they are compatible with the special provisions laid down in this Chapter, the rules concerning sociétés anonymes, with the exception of Article L. 224-2, the second paragraph of article L. 225-14, articles L. 225-17 to L. 225-102-2, L. 225-103 to L. 225-126, L. 225-243, of the I of article L. 233-8 and of article L. 236-17, are applicable to the société par actions simplifiée. For the application of these rules, the powers of the board of directors or its chairman are exercised by the chairman of the société par actions simplifiée or the one or those of its officers whom the articles of association designate for this purpose.
The société par actions simplifiée may issue inalienable shares resulting from contributions in kind as defined in Article 1843-2 of the Civil Code. The Articles of Association determine the procedures for subscribing for and allocating these shares.
Notwithstanding the first paragraph of Article L. 225-14, the future shareholders may unanimously decide that the appointment of a contributions auditor will not be compulsory, where the value of no contribution in kind exceeds an amount set by decree and if the total value of all contributions in kind not subject to valuation by a contributions auditor does not exceed half the capital.
Where the company is formed by a single person, the contributions auditor is appointed by the sole shareholder. However, the appointment of a contributions auditor is not compulsory if the conditions set out in the fifth paragraph of this article are met or if the sole member, a natural person, carrying on his business under his own name before the formation of the company, including under the regime provided for in articles L. 526-6 to L. 526-21, contributes items that appeared in the balance sheet for his last financial year.
Where there has been no contributions auditor or where the value adopted is different from that proposed by the contributions auditor, the partners are jointly and severally liable for five years, with regard to third parties, for the value attributed to the contributions in kind when the company was formed.
A société par actions simplifiée (simplified joint-stock company) whose sole partner, a natural person, personally assumes the chairmanship is subject to simplified publication formalities determined by decree in the Conseil d'Etat. This decree sets out the conditions for exemption from publication in the Bulletin officiel des annonces civiles et commerciales.
