To contact specialized
French Business Attorneys
Call us
E-library Corporate Law Prior approval clause in a SAS

Prior approval clause in a SAS

20 Feb 2013

The bylaws of a SAS ("société par actions simplifiée") may provide for a prior approval clause.

A prior approval clause (“clause d’agrément”) is a clause which subjects the transfer of shares by a shareholder to the prior approval of the shareholders’ assembly or another corporate body.

In the event that the bylaws do not contain a prior approval clause, the sale of shares of the company will be free (subject to pre-emption and/or tag-along rights, if any).

If the bylaws contain a prior approval clause, the bylaws must specify whether this clause applies:

  • only in the event of sale of shares to third parties, or also in the event of sale of shares to other shareholders
  • only to the sale of shares, or also to the sale of other securities (such as warrants giving right to shares, convertible bonds, bonds, etc.)
  • only in the event of sale of shares or securities, or also in the event of any kind of transfer of such shares or securities or rights attached thereto (donation, transfer of bare-ownership or usufruct, transfer of preferential subscription rights which attach to shares, etc.)

The transfer of shares of a specified category or those held by certain shareholders may be excluded from the prior approval clause and therefore remain free.

In a SAS, the prior approval of a potential purchaser may be granted by the president of the company, its director general, the shareholders’ assembly or even a third party. In all events, the person(s) or corporate body competent to grant such approval must be specified in the bylaws.

A prior approval clause must be drafted with great caution as, once included in the bylaws, it may no longer be modified unless all shareholders of the company unanimously consent to such a modification. Similarly, a prior approval clause may not be included in the original bylaws unless all shareholders accept to include such clause.

Acquisition of a French company (French corporate law)
Previous article
Bylaws of a French company - prior approval clause
Following article
Contact a French business lawyer
Call us or fill in the form below. A French attorney will contact you within 6 to 24h
Call us at + 33 (0) 1 84 88 31 00
for a free quote
Who we are is the 1st online legal support solution which helps you find information and obtain specialized legal advice on French business law. entertains a network of experienced French business attorneys, who provide customized legal advice on French business law to clients in France and abroad. est le 1er site d’informations et de conseils juridiques en droit des affaires, animé par des avocats d’affaires. entretient un réseau d’avocats d’affaires expérimentés, qui fournissent un conseil personnalisé et sur mesure, tant en France qu’à l’étranger.

To receive our newsletter, information memoranda and news on French business law, please enter your email address.
Copyright © 2012 - 2013 All rights reserved.