How to manage a SAS in France?

The Société par Actions Simplifiée (SAS) is today the most widely chosen legal form for new companies in France. Its appeal lies in the flexibility of its management model: shareholders enjoy broad contractual freedom to design the internal structure of their company, unlike in the Société Anonyme (SA) or the SARL, where management rules are strictly framed by law.

But this freedom does not mean the SAS is without rules. French company law requires that at least one director — the president — always be appointed, while leaving room for shareholders to create other directorship roles or management bodies. Furthermore, anyone who effectively manages or binds the company, even without formal title, may be considered a director and incur liability.

This article provides a comprehensive overview of the management bodies in an SAS: who they are, how they are appointed, what restrictions apply, and what risks they face.

1. A SAS is necessarily managed by only one President

Every SAS must have one, and only one, president. This is required by Articles L. 227-6 and L. 227-1 of the French Commercial Code.

The President is the only management role imposed by law. The president is the legal representative of the company: he or she binds the SAS in dealings with third parties, signs contracts, hires employees, and acts in the name of the company.

Any clause in the bylaws that restricts the president’s powers is valid only internally between shareholders and directors. Externally, those limits cannot be enforced against third parties acting in good faith. This rule ensures commercial security for those dealing with the SAS.

The president may be:

• A natural person (an individual, whether or not a shareholder), or

• A legal person (such as a holding company).

If the president is a legal person, its own directors (managers, board members, etc.) are responsible for carrying out the role of SAS president. Article L. 227-7 makes clear that those individuals incur civil and criminal liability to the same extent as a president who is a natural person.

The appointment of the president is indispensable for incorporation. Without a president, the SAS cannot be registered in the Trade and Companies Register (RCS).

2. Other Possible Managers in an SAS

The law requires only a president, but shareholders are free to create additional management roles. These can be expressly set out in the bylaws or created later.

a. Managing Managers (Directeurs Généraux, DG) and Deputy Managing Managers (Directeurs Généraux Délégués, DGD)

The bylaws may provide for one or several managing managers (DG) or deputy managing managers (DGD). If the bylaws or the appointment decision give them representation powers, they too become legal representatives of the SAS.

This means they can bind the company vis-à-vis third parties with the same authority as the president. French courts have confirmed this: for example, the Paris Court of Appeal (23 September 2016, no. 15/14118) ruled that a DG with delegated powers can be treated as a manager, even if the delegation is partial and limited to commercial matters.

In practice, this flexibility is extremely valuable. A fast-growing SAS may, for instance, appoint a DG to oversee operations, finance, or a geographic division, while the president focuses on strategy.

b. Statutory and De Facto Managers

Not all managers are formally appointed. French law also recognizes the de facto manager (dirigeant de fait): anyone who, in reality, exercises effective management power or regularly binds the company.

Examples include:

• Members of a supervisory body who actually exercise the powers of a board of directors in an SA (CA Paris, 20 June 2013).

• A committee that approves commitments above a certain threshold (e.g. €15,000), thereby directly interfering in management (CA Paris, 23 February 2016).

By contrast, members of purely advisory or oversight bodies, with no decision-making power, are not managers.

The National Company of Statutory Auditors (Compagnie nationale des commissaires aux comptes) defines managers broadly as anyone who:

• Makes decisions on company affairs,

• Defines strategic orientation,

• Disposes of company assets, or

• Authorizes the president to bind the company.

This wide definition means that anyone exercising real decision-making authority risks being treated as a manager — and assuming the liability that goes with it.

3. How Are SAS Managers Appointed?

Unlike in an SA, the law imposes no uniform procedure for appointing SAS managers, except for the president, who must be appointed at incorporation (Article L. 225-16, via Article L. 227-1). For all other managers, shareholders are free to decide the method.

Possible appointment methods include:

• Collective shareholder decision in a general meeting,

• Appointment by a majority shareholder,

• Appointment by a third party, if authorized by the bylaws,

• Automatic appointment provided in the bylaws (e.g., “the majority shareholder shall automatically be president”).

Bylaws may also organize succession planning — for example, specifying who will succeed the president in case of death (Com. jur. ANSA, no. 21-040, 1 Dec. 2021).

This contractual freedom allows the SAS to tailor its management structure to its needs, but also requires precise bylaw drafting to avoid ambiguity and conflict.

4. Who Can Be a Manager of an SAS? Conditions, Prohibitions, and Incompatibilities

a. Natural or Legal Persons

A manager of an SAS may be either a natural or legal person. If a legal person is appointed, its own directors are personally liable for management acts (Article L. 227-7).

Bylaws may require the legal person to designate a permanent representative, but case law (Cass. com., 19 January 2022) confirms that this is not mandatory under law.

b. Legal Restrictions

Certain people cannot act as SAS managers, including:

• Individuals banned from management (e.g., after bankruptcy or criminal conviction),

• Persons exercising an activity incompatible with commercial management,

• Adults under guardianship or curatorship,

• Minors (except in rare cases with judicial authorization).

Foreign nationals can be appointed, but must hold a valid residence permit.

These restrictions matter because appointing an ineligible manager exposes the company to sanctions and creates risks for third parties.

5. Combination of Functions: Can Managers Also Work for the SAS?

a. Corporate Mandate and Employment Contract

It is legally possible to combine a management mandate with an employment contract, but only under strict conditions:

• The salaried role must correspond to real duties, distinct from management functions.

• There must be a subordination link: the manager-employee must be subject to authority within the company.

In practice, this excludes the president who is a majority shareholder (CA Grenoble, 16 June 2022, no. 19/05117).

Any employment contract created or amended during a mandate is a regulated agreement subject to shareholder approval (Article L. 227-10).

b. Multiple Management Mandates

A person may hold multiple management roles in different SAS simultaneously. There is no legal cap, unlike in the SA, where directorships are limited. The only constraints are those in the bylaws.

6. Registration with the Trade and Companies Register (RCS)

a. Mandatory Entries

The following must always be registered with the RCS:

• The president,

• Any managing managers (DG) or deputy managing managers (DGD) with power to bind the company.

If the president is a legal person, the permanent representative may also be registered to protect third parties.

b. Divergences on Other Bodies

Courts and doctrine differ on whether members of collective bodies (e.g., committees) must be registered:

• CA Paris (18 May 2010): registration possible if the body has real power.

• Versailles Commercial Court (2010): refused registration of a management committee not listed in Article R. 123-54.

• CCRCS, Opinion 2012-031: recommended registering anyone with real management authority.

Best practice: register anyone with effective management powers to avoid disputes.

7. Managers in SAS Carrying Regulated Activities

For regulated sectors (banking, insurance, transport, legal professions), SAS managers must also satisfy sector-specific conditions: integrity, competence, or professional qualifications.

Failure to comply may lead to refusal of registration, withdrawal of licenses, or sanctions.

Conclusion: Managers in an SAS

The SAS is governed by freedom of organization, but freedom goes hand in hand with responsibility. Certain managers are always recognized:

• The president, mandatory and legal representative,

• Managing managers and deputy managing managers if granted representation powers,

• Legal persons acting through representatives, if appointed as managers,

• De facto managers who, without title, exercise real management authority.

All managers — whether formally appointed or acting in fact — carry civil, criminal, and tax liability.

For entrepreneurs, this means:

• Drafting clear bylaws is essential to define roles and avoid overlap,

• Anyone who actually manages an SAS should act with the same diligence as an officially appointed manager,

• Governance flexibility should always be paired with legal caution.
  

  Turn SAS flexibility into strategic advantage.

  With tailored legal support, you can structure appointments, delegate powers securely, register managers correctly, and ensure your governance is both agile and legally watertight under French company law.

  Leverage SAS Flexibility Now