Case Study: The joint stock company
SAS: According to Article L.227-3 of the Commercial Code, the transformation of a society in SAS requires a decision taken unanimously by the partners. This text is also applicable in case of a merger of SA by SAS (Cass.com, December 19, 2006).If the converted company has no auditor, commissioner for the transformation should be appointed to assess the value of the property comprising the company's assets and advantages.
Individuals can also access the form SAS. The partners are not traders. Incapable adults and minors can become members of a SAS. Foreigners do not hold a merchant card can become a shareholder in SAS but cannot direct it. Therefore, nothing contradicts the fact that SAS is subject to the unanimous agreement of members of limited companies and the appointment of an auditor.
How to build social capital?
The amount of capital is set in the constitution (Article L.227-2 C.com). SAS knows some peculiarities:
? The SAS can be formed with a variable capital, since the floor of the minimum capital requirement is met.
? Article L.227-2 of the Commercial Code provides that the SAS cannot make a public call for savings.
Any partner must make a contribution to receive a partner.
The capital must be fully subscribed.
The release must be at least half the amount promised on the day of the constitution. The rest must be paid within 5 years at most after registration.
In case of capital increase, shares issued for cash needs increase can be released during their subscription, at least a quarter of their value, the payment of the balance must be made within maximum five from the day when the capital increase has become final.
Contributions in kind:
A contribution in kind must be released immediately.
The contribution of property in the capital of a company leads to transfer of ownership; the provider is required to guarantee the company against all evictions and any hidden defects. Contributions in kind to a SAS are subject to the normal verification of inputs and therefore require the intervention of an external input is designated by the President of the Commercial Court of competent jurisdiction or by the founders themselves, which will be to prepare a report evaluating the assets transferred. Thus, the evaluation process by an external input must be respected (like SA) with increase risk of crime of fraudulent contributions.
Tags: Commercial Code, ownership, President of the Commercial Court