I. General Considerations
The Simplified Joint-Stock Company (Société par Actions Simplifiée – SAS) is a joint-stock company governed by its own specific rules set out in Chapter VII, Title II, Book II of the French Commercial Code.
However, the rules applicable to a Public Limited Company (Société Anonyme – SA) may also apply to an SAS.
Indeed, Article L.227-1, paragraph 3, of the French Commercial Code expressly refers to the rules governing SAs whenever they are compatible with the provisions applicable to an SAS:
“To the extent that they are compatible with the specific provisions set forth in this Chapter, the rules applicable to public limited companies, with the exception of Article L.224-2, the second paragraph of Article L.225-14, Articles L.225-17 to L.225-102, L.225-103 to L.225-126, L.225-243, paragraph I of Article L.233-8, and Article L.236-17, shall apply to simplified joint-stock companies. For the purposes of applying these rules, the powers vested in the board of directors or its chairman shall be exercised by the president of the simplified joint-stock company or by such officer(s) as may be designated for that purpose by the articles of association.”
Accordingly, the Simplified Joint-Stock Company undeniably possesses a degree of anonymity by virtue of the legal framework applicable to it.
II. Information Contained in the Articles of Association
A. Inclusion of Shareholders’ Names in the SAS Articles of Association: An Option, Not an Obligation
Certain information must mandatorily be included in the articles of association of an SAS: the legal form, duration, corporate name, registered office, corporate purpose, and amount of share capital (Article L.210-2 of the French Commercial Code).
The articles of association must also identify the founders at the time of incorporation. This information is essential for the validity of the company’s formation and for transparency vis-à-vis the competent authorities.
Case law confirms that the identity of the founders must be included in the articles of association when an SAS is incorporated (French Supreme Court for Commercial Matters, 19 January 2022, No. 19-12.696, FS-D; French Supreme Court for Commercial Matters, 14 May 2025, No. 23-23.325).
Conversely, there is no requirement to include the names of subsequent shareholders in the articles of association.
This approach preserves the confidentiality of the shareholding structure, consistent with the flexibility that characterizes this type of company.
Accordingly, there is no legal obligation to mention the names of SAS shareholders in the articles of association.
Article L.228-1 further provides that issued securities must be recorded in an account or electronic registration system, without requiring disclosure through the articles of association.
Although not legally required, it is possible to voluntarily include a nominative list of shareholders in the articles of association of an SAS, as no legal provision expressly prohibits such inclusion.
B. Legal and Practical Consequences of Such Inclusion
Including the names of shareholders in the articles of association of an SAS is generally discouraged because it makes the company’s management more rigid, compromises confidentiality, and exposes the company to litigation risks and significant costs.
The inclusion of shareholders’ names in the articles constitutes an additional statutory provision subject to the formal requirements governing amendments to the articles of association.
Consequently, any change in the shareholder list requires an amendment to the articles through a shareholders’ resolution, the drafting of an amending instrument, execution thereof, and filing with the registry of the Commercial Court.
The consequences of such inclusion are therefore substantial:
- Complex Administration: Any transfer, transmission, entry, or exit of a shareholder requires a corresponding amendment to the articles of association, resulting in burdensome formalities, additional costs, and a rigidity that runs counter to the flexibility typically associated with an SAS.
- Risk of Irregularities: Delays or omissions in updating the articles may create discrepancies between the articles of association and the company’s internal records, potentially giving rise to disputes. In the event of inconsistency, French case law generally gives precedence to evidence contained in the securities transfer register.
- Loss of Confidentiality: Since the articles of association filed with the registry are publicly accessible, the shareholder list would become public information, contrary to the principle of anonymity and confidentiality generally associated with an SAS. Such disclosure may expose shareholders to competitive pressure and personal data protection concerns.
- Management Liability: In the event of inaccuracies or failure to update the articles, the company’s officers may incur liability for the dissemination of incorrect information.
Under these circumstances, it is generally inadvisable to include the names of SAS shareholders in the articles of association.
III. Transfer of Shares
A. Where the Articles of Association Do Not Mention the Names of Shareholders
Where the articles of association do not mention the names of SAS shareholders, the nominative list of subsequent shareholders does not need to be included in the articles nor updated through amendments thereto.
Changes in the shareholding structure are recorded in the company’s internal registers (share transfer register and shareholder accounts), whose maintenance is mandatory and legally enforceable without any requirement for public disclosure.
Only information relating to the founders appears in the articles of association filed with the registry.
Accordingly, the articles of association contain only the names of the founders of the SAS, and no amendment to the articles is required in the event of a transfer of shares.
B. Where the Articles of Association Mention the Names of Shareholders
If the articles of association expressly identify the shareholders of the SAS and a share transfer occurs, the articles must be amended to reflect the actual composition of the company.
The share transfer remains valid even if the articles are not amended.
Changes in share ownership are legally effective and enforceable through the maintenance and updating of the company’s internal registers, which constitute the only legally required proof.
Any discrepancy between the articles of association and the company’s actual shareholding structure may give rise to civil liability on the part of the company’s officers, but it does not result in criminal sanctions and does not affect the validity of the share transfers.
Med venlig hilsen / Kind regards
Cabinet Nicolas BRAHIN
Advokatfirma i NICE, Lawyers in NIC
Camilla Nissen MICHELIS
Assistante – Traductrice
1, Rue Louis Gassin – 06300 NICE (FRANCE)
Tel : +33 493 830 876 / Fax : +33 493 181 437
Camilla.nissen.michelis@brahin-avocats.com
www.brahin-avocats.com
