SAS Minority Shareholder Rights

Extract

[...] The action for nullity exercised on this basis must comply with the common law of nullities set out in the Civil Code. No other action will be possible outside of these provisions. V. The conversion of actions Facts : A minority shareholder of a SAS wishes to obtain the conversion of his shares into preference shares giving a plural voting right, in exchange he would no longer receive dividends for 5 years. Problématique: Can a minority shareholder of a SAS request a conversion of his shares? Applicable Law : Articles L 228-11 and L 228-15 of the Commercial Code. [...]

[...] The conclusion of such a contract is not prohibited by law, so it is not a prohibited agreement. This regulatory agreement control procedure prevents the manager from benefiting from their position to conclude agreements that are detrimental to the company for their own benefit. In accordance with Article 10 of the statutes, the decision to conclude a commercial lease must be approved by a two-thirds majority of the votes of the shareholders entitled to vote, present or represented. In this case, the president of the SAS has regularized the situation a posteriori before the general assembly which approved the operation. [...]

[...] This liability action prescribes after three years from the damaging fact or its revelation if it was hidden. In order to seize the judge, the shareholders will have to bring an action but individuals in accordance with Article L 225-252 of the Commercial Code, which is a social action in liability against the managers in order to repair the entire prejudice suffered by the company to which damages and interest may be allocated. IV. The reform of nullities Facts : The ordinance simplifying the regime of nullities in corporate law was published in the official journal on 13 March 2025. [...]

[...] Applicable Law : During the company's social life, it is entirely possible to create preference shares through the conversion of ordinary shares. The shareholders will then have to vote on this conversion at an extraordinary general meeting, as there will be a modification of the articles of association if the decision is approved. The vote will take place without the concerned shareholder in accordance with Article L 228-15 of the Commercial Code, if the shareholder wishes to convert all of their shares, their shares will be taken into account in the calculation of the quorum and the majority. [...]

[...] Problématique : Can a minority shareholder of a SAS challenge a decision approved by a simple majority of the shareholders? Droit applicable : article 11 of the statutes, article L 227-9 of the Commercial Code In accordance with article L 227-9 of the Commercial Code, article 11 of the statutes specifies that the president should have asked for the approval of the shareholders in the form of a collective decision to sell this warehouse, the price of which is over 50,000 In this case, the decision was approved by a simple majority, one shareholder having voted against, therefore in violation of article 11 because all shareholders would have had to give their consent, which is not the case here. [...]