La Revue Squire

Representation of the SAS form of company


Rédigé par Hammonds Hausmann le 21 Octobre 2010


Over the last few years the société par actions simplifiée or SAS has become by far the most popular form of company in France for ordinary business activities, due to its great flexibility and simplicity of operation (akin to that of the English private limited company), compared to, for example, the société anonyme or SA, which is now largely used for listed companies or other specific applications.

This trend has suffered something of a set-back over the last few months with a series of decisions from the French employment courts as regards the powers of both deputy CEO’s in an SAS (known as a directeur général) and other staff (such as HR managers) invested with a power of attorney to bind the company specifically in matters relating to termination of employment contracts. This has resulted in several cases where dismissals of employees have been found to be out and out void. Strangely, no case law has yet arisen where the ability of such an officer to bind a company when signing an employment contract or confirming an annual pay rise has been questioned !

Possibly arising out of an ambiguity in original legislation concerning the SAS which has since been corrected, the case law is confused and we are awaiting a decision from the French Supreme Court. Since, however, this will be given by the employment law division on what in reality is a matter of company law or general civil law, many practitioners remain pessimistic as to whether a real clarification will be forthcoming. In the interim, in any event, the watchword must be prudence when implementing dismissals in a French SAS company.





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