BOOK II: Commercial companies and economic interest groupings.

A 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…

A société par actions simplifiée may not make a public offer of financial securities or admit its shares to trading on a regulated market. However, it may make the offers referred to: 1° In point i of paragraph 4 of Article 1 of Regulation (EU) No 2017/1129 of 14 June 2017; 2° In Article L. 411-2 of the Monetary and Financial Code; 3° To 2° and 3° of Article L….

I. – Notwithstanding Articles L. 227-1 and L. 227-9, when a société par actions simplifiée makes an offer referred to in 2° of Article L. 411-2 of the Monetary and Financial Code relating to its capital securities: 1° (Repealed); 2°The articles L. 225-96 to L. 225-98 are applicable; 3° The third paragraph of Article L. 225-105 is applicable; 4° Members are convened in accordance with the forms and deadlines set…

The decision to convert into a société par actions simplifiée is taken unanimously by the partners.

In the event of all the shares of a société par actions simplifiée being combined in a single hand, the provisions of Article 1844-5 of the Civil Code relating to judicial dissolution do not apply.

The Articles of Association set out the conditions under which the company is managed.

In dealings with third parties, the Company is represented by a Chairman appointed in accordance with the conditions set out in the Articles of Association. The Chairman is vested with the broadest powers to act in all circumstances on behalf of the company within the limits of the corporate purpose. In dealings with third parties, the company is bound even by acts of the Chairman that do not fall within…

Where a legal entity is appointed chairman or manager of a société par actions simplifiée, the managers of the said legal entity are subject to the same conditions and obligations and incur the same civil and criminal liability as if they were chairman or manager in their own name, without prejudice to the joint and several liability of the legal entity they manage.

The rules setting out the liability of members of the board of directors and management board of public limited companies are applicable to the chairman and officers of the société par actions simplifiée.