Do employees or shareholders have the right to appoint a certain number of directors?

Société par actions simplifiée (SAS)

The appointment of management is freely determined in the articles of association. In SASs where both a Work council (Comité d'entreprise (CE)), compulsory in all incorporated companies with more than 50 employees) and a Board of directors exist, the Work council must be represented in the Board although it has no voting right.

Société anonyme (SA)

Members of the Board of directors (or of the Supervisory Board) are appointed by a decision of the shareholders with simple majority.

The articles of association may provide for the right for employees to appoint a certain number of directors (which cannot be more than four - five if the company is listed - or represent more than one-third of the total number of directors).

Where employees hold more than 3% of the share capital of a listed SA, the company must appoint one or more employee shareholders (salariés actionnaires) as Directors.

Two members of the Work council (if any) have the right to attend Board meetings in a consultative role (without voting right).

Société à responsabilité limitée (SARL)

Unless provision to the contrary is made in the articles of association, Managing Directors are appointed by the shareholders holding more than half of the shares. Even where an SARL has more than 50 employees, there is no specific requirement for the Work council to be represented at management level.

What formalities are required for the establishment of a partnership?

The bodies closest to a partnership under French law are unlimited liability companies such as the société en participation (SEP) or the société en nom collectif (SNC).

Société en participation (SEP)

The SEP is a very flexible instrument as it has no legal personality and is not registered - it is entirely governed by its articles of association (like a mere contract). It is usually set up by partners as a temporary vehicle.

Société en nom collectif (SNC)

An SNC has a legal personality. Its corporate purpose is always of a commercial nature. The articles of association must contain prescribed information (name of the company, business, duration, head office, capital, and so on). Contributions are free (contribution in cash, contribution of assets or contribution of services). There is no minimum share capital and no statutory requirement relating to the amount to be paid-up on incorporation. The SNC must be registered with the company commercial registry and its incorporation must be published in a legal gazette.

Are there any restrictions on the age, identity or number of partners?

Société en participation (SEP)

An SEP must have at least two partners, whatever their age or identity.

Société en nom collectif (SNC)

All partners (at least two and no maximum) must be commerçants (which roughly translates as businessmen - and excludes professionals for whom similar structures also exist). There is no age restriction unless the articles of association provide otherwise.

Дата добавления: 2015-10-30