Simplified joint stock company, model for drafting SAS statutes
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SAS simplified joint stock company. How to draft the statutes? Examples of clauses https://www.royalformation.com/5021_p... Pay attention to all the clauses, particularly these: the purposes of the company, the economic and legal motivations of the company and the overall plan the conditions under which the statutes can be modified the content of the corporate purpose the appointment of the president, the extent of his powers (statutory president or not), his successors, his replacement in the event of inability to act, the possibility of delegating powers the organization of management, the rules of appointment, revocation, distribution of powers the hierarchy and distribution of powers between the President, family of shareholders, 'founding' partner, partners and usufructuaries* the rules of participation of partners, quorum, majority; the scope of collective decisions; decisions that are subject to or that escape the vote of the community of partners and usufructuaries the terms of participation and voting (ignore AGMs and EGMs) the delegation of powers or competence to the President for changes to the capital. for preference shares: . voting rights for each category of shares . financial rights of the category of shares . distribution of financial rights between usufructuary and bare owner for each category of shares . categories of redeemable shares; redemption premium . causes of forfeiture of preferences, transformation into another category of shares the possibility of dividends in kind, interim dividends the obligation to contribute to losses during the life of the company the terms of the sale and redemption price of shares, in particular in the event of exclusion the conditions of entry and exit of partners (clauses of inalienability, approval, exclusion) exclusion of the associated legal entity for change of control. Outline of the document: I. Principle: statutory freedom II. The texts applicable to the SAS III. The possibilities of the SAS IV. Procedure for special advantages; how to avoid it V. Drafting the statutes of the SAS 1. Preliminary questions 2. Special clauses of the statutes of the SAS 3. Plan of statutes 4. Examples of clauses
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