Société limited liability (SA): what is it?

SA is a classic legal form of society. In France, every company must be categorized by a legal status in the professional world. What is the way a public limited company operates and what are its modalities? We explain everything about the public limited company in this article.

Article plan The articles of

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  • association of companies in France
  • Société anonyme: definition
  • Société anonyme et capital
    • Profits to shareholders
  • Structure of the executive power of the SA
    • What does the board of directors do?
  • What are the advantages and limitations of the public limited company?
    • A brand image
  • Creating a public limited company

The statutes of companies in France

In France, there are various legal statutes or legal forms of companies. SA, SARL, SAS… Some confusion may exist, especially when it comes to dealing with administrative matters.

An existing company under the status of SA or public limited company and depends on a specific structuring, managementand administration model.

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Limited limited company: definition

A public limited company has a particular governance system, which could have its equivalent, in terms of mechanism, in large companies wishing to go on the stock exchange and be listed.

A public limited company has capital (or capital) and, to be called a public limited company, must have a minimum of 7 persons within it who own shares. These actions must represent a minimum of 37,000 euros of share capital for the company.

In addition, the public limited company is structured by a supervisory model that represents all shareholders. A strategy is therefore put in place to monitor the stock exchange movements of traders as well as shares and their fluctuations.

A public limited company must have an executive officer who is the general manager. The public limited company follows the same business creation procedures as an SAS or LLC.

Limited limited company and share capital

As mentioned above, the capital of a public limited company must be at least €37,000 . This sum is divided into shares: the transaction is duly specified and described in the articles of association of the public limited company.

The public limited company’s administrative documents must include all information relating to the share capital and its distribution arrangements . Thus, the share capital is entered in the articles of association. This share capital is divided into contributions which may be of various kinds:

  • Contribution and contributions to share capital in cash;
  • Contribution and contributions to share capital by bank transfer;
  • Contribution and contributions to share capital in kind;
  • Contribution and contributions to share capital by cheque.

A Contributions Commissioner must review these contributions to the share capital of the public limited company, particularly in the articles of association.

It is not necessary to make all contributions to the capital at the time of the creation of the public limited company. That said, half of the cash holdings must be paid at that time by the shareholders of the public limited company. The remainder of the contributions can then be made over the five years following the creation of the company. Shareholders must, at each contribution, make use of the management board or board of directors of the public limited company.

Profits to shareholders

It is important to remember that the share of profits withdrawn by shareholders under a legal form of public limited company is not necessarily proportional to the size of the original contributions .

The nature and manner of this allocation of profit shares should be specified in the articles of association of the undertaking at the time of creation of the public limited company.

Structure of the executive branch of the SA

A public limited company is structured in a very strict manner, with two bodies responsible for managing the executive branch of the company:

  • The Directorate-General;
  • The board of directors.

The management a public limited company is made up of a natural person who may be as much a director, the chairman of the board of directors, or even a third party. The general manager or general manager shall be appointed by the board of directors of the company.

The board of directors of a public limited company may consist of up to 18 members and a minimum of three members. These members may be natural or legal persons, without obligation. These persons are not necessarily shareholders of the public limited company and are chosen when determining and drafting the articles of association. Technically, the members of the board of directors are chosen before the general meeting elect them.

What does the board of directors do?

Within a public limited company, the board of directors is responsible for overseeing the management of the public limited company . Through an election process, the board of directors must choose a chair from among its members, who cannot be a legal person.

The chairman of the board of directors can fully be remunerated since he has the same tax and social status as any employee of the public limited company.

Furthermore, it should be noted that any member of the board of directors may receive attendance tokens that will be required as movable income. The general meeting or the articles of association of the public limited company then define the amount and distribution of such income in a free manner.

What are the advantages and limitations of the public limited company?

In France, the status of a public limited company has many advantages. The main and best known of them is the fact that persons who own shares have no obligation to fully honour the potential debts of the company .

Shareholders of the public limited company may do so partially, respecting the height of their contribution to the share capital, which is specified in the original articles of association.

The SA’s administrative framework is a guarantee of seriousness in the professional world ; a significant advantage when you want to make a place as a company. An image of reliability and stability is associated with the legal status of a public limited company.

A brand image

In the eyes of investors, suppliers and all potential partners of the public limited company, the company is strong and its members are serious.

Another size advantage, as we said above, is the possibility for each shareholder to pay only half of the capital. Moreover, shareholders can very simply integrate or start from the share capital of the public limited company. This operation does not incur any costs or administrative burdens.

Create a public limited company

How to create a public limited company? The procedure is not as complex as it seems. The steps in the creation of a public limited company are as follows:

  • Make the contribution of share capital;
  • Apply for recognition to the Ministry of Economy and declare the creation of the SA;
  • Register the public limited company in the Register of Shops and Companies (RCS);
  • To have the creation of the company published in a legal announcement journal;
  • Make a declaration of business creation in the Official Bulletin Civil and Commercial Announcements (BODACC);
  • The company only exists if it is registered with AURCs.

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