Life of the company

Statutes of a SAS: what is the scope of an extra-statutory commitment between partners?

Publié le 22 août 2025 - Directorate of Legal and Administrative Information (Prime Minister)

An extra-statutory commitment between partners does not affect the statutes of a SAS: titleContent. This is what the Court of Cassation indicates in a judgment issued on July 9, 2025 published in the bulletin.

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Mr. O. is appointed General Manager of a business. Under an extra-statutory commitment (in this case, an investment protocol), the business is expected to pay him compensation in the event of revocation within 2 years.

Dismissed a year later, Mr. O. applied to the court to ask the business to pay the compensation stipulated in the investment protocol.

The Court of Appeal did not grant Mr. O's motion. In her view, the non-statutory provision relating to the payment of compensation in the event of revocation was contrary to the statutes of the business. They state that ‘the Director-General may be removed from office without any compensation’.

Mr O. appeals to the Court of Cassation.

The Court of Cassation overturns and annuls the judgment rendered on appeal. In its view, the non-statutory commitment to pay compensation in the event of the Director-General’s removal is lawful because it is a personal commitment between partners. It is therefore not not subject to the statutes of the business.

The case is referred to the Court of Appeal.