The creation of a Simplified Joint-Stock Company (SAS) is a significant step for any business. To get off to a good start, it is essential to have robust and well-drafted articles of association. This article guides you through the key aspects of SAS articles of association, with particular attention to projects in the field of renewable energies (RE). We discuss the importance of an SAS articles of association template, its structure, and how to download it. Furthermore, we explore the link between the articles of association and the shareholders’ agreement, as well as the specific legal and financial considerations for RE SAS companies. Finally, we detail the registration process and possible amendments to the articles of association to support your company’s growth.

Key Points to Remember

• The articles of association of an SAS define the company’s operating rules and must contain mandatory provisions, while offering great flexibility.
• Using an SAS articles of association template, especially if it’s customisable, simplifies drafting and allows the document to be adapted to your project’s specificities.
• The structure of the articles of association includes essential clauses, the organisation of governing bodies, and decision-making procedures, which are particularly important for RE SAS companies.
• For RE SAS companies, the corporate purpose must clearly reflect activities related to renewable energies, and governance must be adapted to energy projects.
• The shareholders’ agreement complements the articles of association by providing more detailed rules on relations between shareholders, often used in SAS companies for its flexibility.

Understanding SAS Articles of Association

The articles of association form the legal foundation of any Simplified Joint-Stock Company (SAS). They define the operating rules, the rights and obligations of the shareholders, as well as the company’s governance structure. It is a fundamental document that frames the life of the company from its creation and throughout its existence. Drafting these articles of association is a key step that requires particular attention to best anticipate interactions between shareholders and the company’s management. An SAS, like any commercial company, requires a clear framework to operate effectively. The choice of the SAS legal form offers great freedom, but this flexibility must be framed by well-thought-out articles of association. It’s a bit like building a house: the foundations must be solid for everything else to hold. Without clear articles of association, an SAS can quickly find itself in complex situations, particularly in the event of disagreement between shareholders or when new investors arrive. It is therefore essential to fully understand their role and content before starting. The SAS is a structure that allows for great adaptability, making it a popular choice for many entrepreneurs. Understanding the SAS structure is therefore the first step before drafting your official documents.

The Importance of an SAS Articles of Association Template

Drafting the articles of association for a Simplified Joint-Stock Company (SAS) is a key step in setting up your business. Although the law imposes a minimum framework, using an articles of association template can greatly simplify this process and help you anticipate your company’s future needs. It’s a bit like having a plan before building a house: it avoids a lot of hassle.

Why use an SAS articles of association template?

Starting drafting from scratch can be daunting. An SAS articles of association template serves as a guide, ensuring you don’t forget anything essential. It covers mandatory provisions such as the company name, registered office, corporate purpose, capital, but also aspects more specific to the SAS, such as the organisation of governing bodies and decision-making procedures. Using a template saves time and reduces the risk of legal errors. This gives you a solid foundation to build upon, allowing you to focus on developing your project rather than paperwork.

The advantages of a customisable template

One of the great strengths of the SAS is its flexibility. A good articles of association template doesn’t just list obligations; it offers options and clauses that you can adapt to your particular situation. For example, you can define precise rules for the entry of new shareholders, dividend distribution, or share transfer conditions. This customisation is particularly important for SAS companies aiming for rapid growth or involving several partners with different expectations.

Adapting the template to your project

Every business is unique, and its articles of association must reflect that. A template is a starting point, not an end in itself. It is important to read it carefully and modify it so that it perfectly matches your project, especially if you operate in a specific sector such as renewable energies. You must ensure that the corporate purpose precisely describes your activities and that the planned governance is adapted to the nature of your projects. Think of it like a tailor-made garment: the template gives you the cut, but you choose the fabric and finishes.

Here are some points to consider when adapting a template:

• Corporate purpose: Be precise about the activities your SAS will carry out, particularly in the field of renewable energies.
• Governing bodies: Clearly define who manages the company and how decisions are made.
• Specific clauses: Include provisions on share transfers, voting rights, or profit distribution rules.
• Shareholders’ agreement: Although not mandatory, an agreement can complement the articles of association to regulate more personal aspects between shareholders.

Structure of an SAS Articles of Association Template

The structure of an articles of association template for a Simplified Joint-Stock Company (SAS) is designed to offer a solid foundation while allowing for extensive customisation. It is important to fully understand the different sections to ensure that the articles of association accurately reflect the wishes of the shareholders and the company’s specificities. Using a template can greatly simplify this process, by providing a clear framework for drafting. You can find SAS articles of association templates online, some of which are even free, representing a practical starting point for entrepreneurs.

Essential clauses to include

An SAS articles of association template must cover several fundamental points to be complete. These clauses define the company’s legal and operational framework. Here are the key elements not to overlook:

• Company name: The official name of the company.
• Legal form: SAS (Simplified Joint-Stock Company).
• Registered office: The company’s administrative address.
• Corporate purpose: The precise description of the activities the company will carry out. For an SAS in renewable energies (RE), this purpose must be specifically adapted to the activities of production, installation, or management of green energies.
• Company duration: The period for which the company is incorporated, often 99 years.
• Share capital: The amount of capital, its division into shares, and their nominal value.
• Contributions: The nature of contributions (cash or in-kind) and their valuation.
• Share transfer conditions: The rules governing the transfer of shares between shareholders or to third parties.

Organisation of governing bodies

The flexibility of the SAS allows for great variety in the organisation of its governance. The articles of association must clearly define the governing bodies and their powers. Typically, these include:

• The President: Mandatory governing body, they legally represent the company. The articles of association specify their appointment, dismissal procedures, powers, and remuneration.
• The Managing Director (MD): Optional, they assist the President and may have extended powers.
• The Board of Directors or Supervisory Board: These bodies are optional but can be established to oversee management or make strategic decisions.

It is important to detail the composition of these bodies, their operating conditions (convocation, quorum, majority), and the powers conferred upon them. For RE SAS companies, governance can be structured to reflect the nature of the projects, for example by including representatives of different stakeholders or technical experts.

Shareholder decision-making procedures

The articles of association must also govern how shareholders make their decisions. This includes:

• Collective decisions: Rules relating to general meetings (ordinary or extraordinary) or written consultations.
• Required majorities: The percentages of votes needed to approve different decisions (approval of accounts, statutory amendments, etc.).
• Voting rights: Rules concerning the voting right attached to each share (simple, multiple, restricted vote).

Clarity in defining decision-making processes is paramount to avoid conflicts and ensure smooth company management, especially in complex projects such as those in renewable energies where decisions can have significant financial and technical impacts. Well-drafted articles of association, possibly complemented by a shareholders’ agreement, allow these situations to be anticipated and managed.

It is often wise to include specific clauses for important decisions, such as the approval of new financing or the disposal of strategic assets. Adapting the articles of association template to your specific project is a key step for the success of your SAS. For example, for a solar installation, the declaration to Enedis, known as the Self-Consumption without Injection Agreement (CACSI), is a mandatory administrative step that must be managed in parallel with the legal structuring of your project.

Drafting Articles of Association for RE SAS Companies

Drafting the articles of association for a Simplified Joint-Stock Company (SAS) dedicated to renewable energies (RE) requires particular attention to reflect the specificity of this sector. It’s not just about ticking legal boxes, but about structuring the company so that it can operate effectively in a constantly evolving field.

Specificities of renewable energies

The RE sector is characterised by long project cycles, changing regulations, and a strong dependence on financing. The articles of association must therefore anticipate these realities. For example, governance can be organised to allow for rapid decision-making in response to market opportunities or regulatory adjustments. It is also relevant to provide mechanisms for managing risks inherent in infrastructure projects.

Corporate purpose adapted to RE activities

The corporate purpose must be drafted precisely to cover all envisaged activities, whether it concerns production, distribution, maintenance, or research and development in the field of renewable energies (solar, wind, biomass, etc.). Too general a wording could limit the company’s future actions. It is advisable to consult an SAS articles of association template to ensure completeness.

Governance in energy project SAS companies

The governance structure of an RE SAS can be complex, especially if it carries out several projects. It is common to set up distinct governing bodies for each project or for blocks of activities. The articles of association must clearly define the powers of the President, any Managing Directors, and the procedures for convening and voting at shareholders’ meetings. Well-defined governance is the key to the success of an energy project.

Here are some elements to consider for governance:

• The President’s role: Define their powers and limitations.
• The Board of Directors or Supervisory Board: If relevant, specify its composition and responsibilities.
• Voting rights: Adapt voting rules according to the capital structure and strategic objectives.
• Approval clauses: Provide mechanisms to control the entry of new shareholders, which is often important in long-term projects.

It is often wise to complement the articles of association with a shareholders’ agreement to regulate finer aspects of the relationship between shareholders, such as exit procedures or conflict management. This document offers additional flexibility to adapt the rules to the specificities of each energy project.

The Shareholders’ Agreement as a Complement to the Articles of Association

While the articles of association constitute the fundamental charter of your SAS, the shareholders’ agreement complements them to organise relations between shareholders in a more detailed and flexible manner. It is an extra-statutory agreement, meaning it is not made public and only binds the signatories. Its main objective is to prevent conflicts and secure the company’s life by anticipating potentially delicate situations.

Distinction between articles of association and shareholders’ agreement

The articles of association are the founding document of the company. They define its legal form, company name, registered office, corporate purpose, capital, as well as the operating rules of the governing bodies and the decision-making procedures for shareholders. They are mandatory and must be filed with the commercial court registry. The shareholders’ agreement, on the other hand, is a private agreement between shareholders. It allows going beyond legal and statutory provisions, addressing topics such as:

• Share transfer conditions (pre-emption, approval, lock-up clauses).
• Shareholders’ right to information.
• Dividend distribution procedures.
• Specific governance rules or dispute resolution procedures.
• Non-compete commitments in the event of a shareholder’s departure.

Unlike the articles of association, the shareholders’ agreement can be amended at any time by simple agreement of the parties, without publicity formalities. This flexibility makes it a particularly suitable tool for startups and developing projects, such as those related to collective self-consumption, where needs can evolve rapidly. It is therefore often recommended to draft it in parallel with the articles of association, especially when wishing to organise the transfer of shares or define precise governance rules for renewable energy projects.

When to consider a shareholders’ agreement?

Although not mandatory, signing a shareholders’ agreement is strongly advised in several situations:

1. When creating the SAS: To align the founders’ vision, define common objectives, and establish operating rules from the outset.
2. When new investors join: To frame the conditions of their participation, protect historical shareholders, and organise governance.
3. When wishing to structure the transfer of shares: To anticipate situations of a shareholder’s departure, death, or to organise the succession of social shares.
4. To prevent deadlocks: By providing conflict resolution mechanisms or qualified majorities for certain strategic decisions.

Common clauses in a shareholders’ agreement

A shareholders’ agreement can contain a wide variety of clauses, adapted to the specificities of each company. Among the most frequent, we find:

• The approval clause: It subjects the transfer of shares to the approval of the other shareholders or a company body.
• The pre-emption clause: It gives shareholders a priority right to acquire shares that a selling shareholder wishes to sell.
• The lock-up clause: It prohibits a shareholder from transferring their shares for a determined period.
• The tag-along clause: It allows minority shareholders to sell their shares under the same conditions as a selling majority shareholder.
• The drag-along clause: It obliges minority shareholders to transfer their shares if a majority shareholder sells their stake to a third party.

Drafting a shareholders’ agreement requires particular attention to ensure that it accurately reflects the agreements between the parties and complies with the law. It is often wise to be accompanied by a professional for its implementation, particularly for SAS companies involved in energy projects where financial and governance issues can be complex.

Downloading an SAS Articles of Association Template

Finding a reliable SAS articles of association template is an important step for setting up your business. This allows you to save time and avoid costly errors. Fortunately, there are online resources that offer ready-to-use templates.

Where to find a reliable SAS articles of association template?

Several legal platforms and specialised websites offer SAS articles of association templates. It is recommended to favour those that are regularly updated to comply with the latest legislative developments. A well-drafted template must cover all essential aspects of the company’s life. For example, you can consult templates available on websites dedicated to business creation, which often offer free downloadable documents. It is also possible to find specific templates for SAS companies in the renewable energies (RE) sector, which incorporate the particularities of this field.

SAS articles of association download process

The download process is generally simple. It often suffices to fill out a short form or register on the platform to access the file. Templates are frequently offered in PDF format, which facilitates their reading and printing. Some sites even offer customisable templates, allowing you to adapt the document to your specific project before downloading. Feel free to explore the options to find the template that best suits your needs.

Tips for using the template

Once the template is downloaded, it is crucial to customise it with information specific to your SAS. This includes the company name, registered office, corporate purpose, share capital amount, as well as the operating procedures for governing bodies and decision-making. It is strongly advised to have your articles of association reviewed by a legal professional (solicitor, lawyer) before officially filing them. This ensures their compliance and suitability for your project, especially if you opt for a structure like an RE SAS. Also consider drafting a shareholders’ agreement to complement the articles of association and organise relations between shareholders in a more detailed manner. You can find a free and compliant SAS articles of association template by downloading an SAS articles of association template.

Using an articles of association template is an excellent starting point, but customisation and validation by an expert remain essential steps to secure the creation of your company.

Legal and Financial Aspects of RE SAS Companies

The creation of a Simplified Joint-Stock Company (SAS) dedicated to renewable energies (RE) involves particular attention to legal and financial frameworks. These structures, although flexible, require a thorough understanding of responsibilities and financing mechanisms to ensure the sustainability of projects.

Shareholder liability in SAS companies

In an SAS, the liability of shareholders is generally limited to the amount of their contributions. This means that their personal assets are protected from the company’s debts. However, it is important to note that this limitation can be lifted in certain situations, particularly in cases of serious management misconduct or commingling of assets between the company and the shareholders. For RE SAS companies, where investments can be substantial, this limitation of liability is a major advantage. It is advisable to clearly define the roles and powers of each party within the articles of association to avoid any ambiguity.

Financing renewable energy projects

Projects in the RE sector often require significant capital. SAS companies can resort to various sources of financing:

• Capital contributions: Subscription of shares by founding shareholders or during capital increases.
• Shareholder current account advances: Loans granted by shareholders to the company, often with remuneration.
• Bank loans: Financing from financial institutions, often secured by project assets.
• Grants and public aid: National or regional support schemes for the development of renewable energies.
• External investors: Search for financial partners specialising in the energy sector.

Good financial structuring, including a prudent analysis of projects and rigorous cash flow management, is paramount. It is necessary to ensure that each project can be financed autonomously, ideally through borrowing, while maintaining positive cash flow over the project’s lifespan. Support from experts can help optimise the search for financing.

Return on investment in RE SAS companies

Evaluating the return on investment (ROI) is a key step. It is often measured by the Internal Rate of Return (IRR), which can be calculated at the project level or on equity (IRRE). RE SAS companies must aim for an IRR that is attractive to investors, while remaining realistic in relation to market specificities and associated risks. A detailed economic analysis, taking into account operating costs, maintenance, generated revenues, and the lifespan of installations, is necessary to project this return. The establishment of an engagement committee within the structure allows for the validation of project compatibility with predefined financial criteria, thereby ensuring rigorous investment management and better anticipation of economic performance. The territorial framework can also influence project profitability.

Formalities and Registration of SAS Articles of Association

Once your SAS articles of association have been drafted, several formal steps are necessary to formalise the creation of your company. These steps are essential for your company to acquire legal existence and operate in the market. It is a structured process that requires particular attention to detail.

Steps for creating an SAS

The incorporation of an SAS follows a precise path, starting with the drafting of the articles of association. Next, the company must be domiciled, i.e., its registered office must be defined. The next step is to open a professional bank account to deposit the share capital. Once these elements are gathered, a notice of incorporation must be published in a legal announcements journal (JAL). Finally, the complete file is submitted to the single business formalities counter, which is responsible for registering the company with the National Register of Companies (RNE).

The importance of filing the articles of association

The filing of the articles of association is a key step. It is at this point that the information contained in this founding document is officially registered. This filing is a prerequisite for obtaining the SIREN number and the Kbis extract, documents that attest to the legal existence of your company. Without this filing, your SAS will not have a separate legal personality from that of its founders. It is therefore essential to ensure that the incorporation file is complete and complies with legal requirements before submitting it. The proper maintenance of this file can facilitate obtaining financing or establishing partnerships, such as those related to solar energy production where a clear framework is appreciated [0a03].

Post-incorporation formalities

After the registration of your SAS, certain formalities still need to be completed. These include the establishment of governing bodies as provided for in the articles of association and the holding of the first general meeting. It is also advisable to check the compliance of your electrical installation if your activity is related to energy production, for example, and to obtain the necessary certificates, such as the CONSUEL certificate, which may be required for grid connection [acb9]. The day-to-day management of the company will also involve compliance with accounting and tax obligations.

Adapting the Articles of Association to Changes

Amendment of SAS Articles of Association

The articles of association of a Simplified Joint-Stock Company (SAS) are not set in stone. On the contrary, their evolving nature is one of the great strengths of this legal structure. Throughout the life of the company, changes may occur, whether it’s the evolution of shareholding, modification of activities, or adaptation to new regulations. It is therefore essential to know how to amend your articles of association so that they remain a true reflection of your company’s reality. A statutory amendment can be triggered by various reasons, such as the addition of new activities related to renewable energies, the reorganisation of governing bodies, or the adjustment of profit distribution rules. Any amendment must follow a strict procedure to be valid.

The flexibility of the shareholders’ agreement

While the articles of association constitute the company’s law, the shareholders’ agreement offers an additional layer of flexibility. It allows for the regulation of relations between shareholders in a more detailed and confidential manner, without having to amend the official articles of association for every adjustment. For example, clauses relating to share transfers, exit procedures, or specific governance can be included. This flexibility is particularly useful in renewable energy projects where partnerships can evolve. The shareholders’ agreement can thus complement the articles of association by providing clarifications on sensitive points, without burdening the main document. It is often used to frame specific situations not provided for in the articles of association, or to introduce more binding rules between shareholders. Remember to clearly distinguish between the two documents for optimal legal management of your RE SAS.

Anticipating future changes

A company’s life is rarely linear. For an SAS operating in the dynamic renewable energy sector, anticipating developments is a necessity. This implies drafting articles of association that are sufficiently clear and structured to allow for future adjustments without major hitches. It may be wise to include clauses providing for adaptation mechanisms, for example, for the revision of financial clauses or the modification of the powers of governing bodies depending on project growth. Constant legal and regulatory monitoring is also essential to ensure that the articles of association remain compliant with current legislation. The objective is to build a structure that can grow and transform with your activity, minimising legal and operational risks.

The world changes, and your company’s rules must keep up! It’s important to update your articles of association so they align with new laws and the evolution of your business. It’s like making sure your bike is always in good condition to ride on new roads. To find out how to easily adapt your articles of association, visit our website today!

Conclusion

Ultimately, drafting the articles of association for your SAS, especially if it’s focused on renewable energies, requires particular attention. This document lays the foundations for your business, but the importance of a shareholders’ agreement should not be overlooked. The latter, being more flexible, allows for anticipating and managing relations between shareholders, share transfers, and potential disagreements. Although not mandatory, it is often advisable to ensure good governance and avoid future deadlocks. Consider it seriously for the longevity of your project.

Frequently Asked Questions

What are SAS articles of association?

The articles of association are like the instruction manual for your SAS company. They explain how it operates, who decides what, and all the important rules. It’s a super necessary document for setting up and managing your business.

Why use an articles of association template?

Using a template is like having a ready-made plan. It saves you time and ensures you don’t forget anything essential. It’s practical for getting off to a good start.

What is an SAS specialising in renewable energies (RE)?

An RE SAS is a company that works in the field of green energies, such as solar or wind power. Its articles of association must clearly explain this type of activity to be unambiguous.

What is the difference between articles of association and a shareholders’ agreement?

The articles of association are the company’s official document, visible to all. The shareholders’ agreement is a more private agreement between shareholders, which can add rules or clarifications not present in the articles of association.

When is it advisable to draw up a shareholders’ agreement?

It’s a good idea to draw up a shareholders’ agreement when you set up your SAS, especially if there are several shareholders, or when new investors arrive. It allows you to sort out the details before problems arise.

Are SAS shareholders responsible for the company’s debts?

In an SAS, the liability of shareholders is generally limited to their contributions. This means they risk losing no more than what they have invested in the company.

How are renewable energy projects financed?

Renewable energy projects can be financed in several ways: with shareholders’ money, by taking out bank loans, or by seeking public aid and grants.

Can SAS articles of association be amended?

Yes, SAS articles of association can be amended, but this requires following a slightly more formal procedure than for a shareholders’ agreement. It generally involves holding a general meeting and registering the changes.