Société anonyme (SA): what you need to know
Verified 05 September 2025 - Directorate of Legal and Administrative Information (Prime Minister)
A public limited company (SA) is a legal form adapted to Large-scale companies wanting to break in on the stock market.
The société anonyme (SA) is a commercial business that can any type of activity, with the exception of certain regulated sectors (tobacco output, regulated liberal professions).
Its shareholders, at minimum number of 2 (or 7 if it is listed on the stock exchange), may be natural persons (individuals) or legal persons (businesses, associations). The law does not set a maximum number of shareholders.
A public limited company is a particular form suitable for large companies whose capital needs cannot be met by a small circle of people. It can seek capital by appealing to the public to finance large-scale projects.
In exchange for their investment, shareholders receive shares that can be admitted to trading on a stock market and thus generate profit (dividends).
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You're considering create SA ? We explain how build a business step by step.
The share capital of the public limited company (SA) is divided into actions and must be at minimum of €37,000. It may be constituted by contributions of cash (money) and contributions in nature (of goods: equipment, vehicles, buildings, goodwill, patents...). On the other hand, contributions to industry (know-how, specific work) are prohibited.
Please note
Shareholders are not financially responsible only to the extent of their contribution. Thus, the creditors the SA may not sue shareholders over their personal assets.
From the moment of creation, at least half of the cash contribution must be released, i.e. paid into an account available to the business. The other half must be released within 5 years which follow the registration.
Contributions in kind must be assessed by a reporting commissioner. Its report shall be lodged at the Registry of the Commercial Court and shall be made available to shareholders.
Governing bodies
It is necessary to distinguish the functioning of the SA with a board of directors and that of the SA with a executive board and supervisory board.
Board of Directors
Most often, the SA is administered by a board of directors which determines the orientations of the activity and ensures their implementation. It shall carry out such checks and inspections as it deems appropriate.
The Board of Directors shall comprise 3 to 18 members, natural or legal persons. Directors elected by employees and directors representing employee shareholders are not taken into account for this statement.
One president shall be appointed by the Management Board from among its members. This must be a natural person under the age of 65 (unless otherwise specified in the articles of association). The Chairman is responsible for chairing shareholder meetings and deciding the Board's deliberations (casting vote).
The first administrators are designated in the statutes. In the course of a company's life, the appointment of directors falls within the competence of theordinary general meeting. The term of office of the Directors shall be limited to 6 years maximum.
Please note
The number of directors over the age of 70 years may not exceed 1/3 of the directors in office (unless otherwise specified in the articles).
Plus, one director-general is appointed by the Board of Directors or by its Chairman. This must be a natural person under 65 years of age, who is not necessarily a member of the board of directors (unless otherwise specified in the articles of association).
The Director-General shall ensure current business management and represents business in its dealings with third parties (suppliers, customers, administrations). He/she may be assisted by Deputy Directors-General (5 maximum).
If he is not a director, the Chief Executive Officer may combine his function with a employment contract, provided that it is an actual job.
Management Board and Supervisory Board
More marginally, the SA may be directed by 2 organs :
- A Management Board : it determines the strategic orientations of the business' activity and ensures their implementation. It has the broadest powers to act in all circumstances on behalf of society. It is composed of 2 to 5 members (or up to 7 if the SA is listed on the stock exchange) including 1 president. However, if the share capital is less than €250,000 the executive board may be composed of a single member called “ single director-general ».
- A Supervisory Board : it controls the management of the business by the Executive Board (without being able to interfere in the conduct of social affairs) and verifies the accounts drawn up by the latter. The Board appoints the Chairman and the members of the Management Board, who may be chosen outside the shareholders (unless otherwise specified in the Articles of Association). The Board is itself composed of 3 to 18 members who are appointed in the articles of association or appointed, during their social life, by the ordinary general meeting.
Please note
This type of business with management board and supervisory board can be adopted even in existence business.
Role of the General Assembly
The role of the General Assembly is essential. It is responsible for many tasks, including:
- Appointment and dismissal of directors and members of the Supervisory Board
- Appointment of Statutory Auditors
- Approval of accounts
- Distribution of profits
- Amendment of the statutes
- Dissolution of the business
The annual approval of the accounts and the ordinary decisions are taken in Ordinary General Meeting (AGO) while decisions to amend the statutes are taken in Extraordinary General Meeting (AGE).
Please note
To learn more about decision-making in an SA, you can consult our dedicated sheet.
Taxation of profits
A public limited company (SA) is subject to thebusiness tax (IS). As such, it carries out each year a income statement no. 2065, within 3 months of the end of the financial year. However, if the financial year is ended on 31 December or if no financial year is closed in a year, the report shall be made no later than on 2e working day next to 1er May.
The amount of business tax (IS) is calculated from the last year-end. The tax rate is 25% on the totality of this tax result.
Please note
One reduced rate 15% applicable to small and medium-sized companies with a duty-free turnover not exceeding €10 000 000 and whose capital is fully paid up and held for at least 75% by natural persons. This rate applies to the share of profits up to €42,500. Beyond that, the tax rate is 25%.
A business can opt for the income tax (IR) system where it fulfills all of the following conditions:
- It is primarily engaged in a commercial, craft, agricultural or professional activity
- It is not publicly traded
- She employs less than 50 employees
- She makes a annual turnover or have a total balance sheet less than €10 000 000
- It must have been created since under 5 years old at the time of the option request
- The voting rights must be held at at least 50% by one or more natural persons
- The voting rights must be held at at least 34% by one or more of the following persons: Chairman, Chief Executive Officer, Chairman of the Supervisory Board, Member of the Management Board or Manager and the members of their tax household.
This option is valid for 5 accounting years and cannot be renewed. This option entails taxation of the income directly at the level of the members, depending on the participation of each in the capital of the business.
Taxation of managers
It is necessary to distinguish according to the form of the SA.
Board of Directors and Chief Executive Officer
A distinction must be made between taxation and the following:
- President and CEO : the remuneration of the Chairman of the Board of Directors and the Chief Executive Officer is subject to the tax regime of salaries and wages. Such remuneration shall be deductible from the profits of the business and taxable for the persons concerned in theincome tax (IR).
- Administrators : as remuneration for their work on the Board, the Directors receive a fixed annual sum allocated by the General Shareholders’ Meeting (ex-attendance fees). The distribution of this amount among the directors is determined by the board of directors. The amounts paid are deductible from the profits of the business. They are taxable in the category of movable income and therefore subject to Single flat-rate levy (SSF) that is to say 12.8% in respect of income tax and 17.2% of social levies (possible option for the progressive scale).
Management Board and Supervisory Board
A distinction must be made between taxation and the following:
- Executive Board : the remuneration of each member is determined by the Supervisory Board. Their remuneration is subject to the tax regime of salaries and wages. Such remuneration shall be deductible from the profits of the business and taxable for the persons concerned in theincome tax (IR).
- Supervisory Board : as remuneration for their work on the board, members receive a fixed annual sum allocated by the general meeting (ex-attendance fees). The distribution of this sum among the members is determined by the Supervisory Board. The amounts paid are deductible from the profits of the business. They are taxable in the category of movable income and therefore subject to Single flat-rate levy (SSF) that is to say 12.8% in respect of income tax and 17.2% of social levies (possible option for the progressive scale).
Taxation of shareholders
Shareholders receive dividends which fall into the category of income from movable capital.
Dividends are imposed ex officio at Single flat-rate levy (SSF) of 30% of which 12.8% in respect of income tax and 17.2% of social levies. Shareholders can opt for taxation at - on income.
It is necessary to distinguish according to the form of the SA.
Board of Directors and Chief Executive Officer
The social system must be distinguished from the following:
- President and director-general : they are covered by the employee-related persons. Thus, they benefit from the social security and pension scheme for employees in respect of their duties as managers, regardless of the number of shares they hold in the business. They are excluded from the unemployment insurance scheme, unless they have taken out voluntary supplementary insurance.
- Administrators : when remunerated, directors are employee-related persons and benefit from the social security system. However, if they are not paid, they are not covered by any social protection scheme.
Management Board and Supervisory Board
The social system must be distinguished from the following:
- Executive Board : the members of the Management Board are subject to the employee-related persons. Thus, they benefit from the social security and pension scheme for employees in respect of their duties as managers, regardless of the number of shares they hold in the business. They are excluded from the unemployment insurance scheme, unless they have taken out voluntary supplementary insurance.
- Supervisory Board : when remunerated, members of the board are employee-related persons and benefit from the social security system. However, if they are not paid, they are not covered by any social protection scheme.
Disposal of free shares
In principle, the sale of shares in SA is freeHowever, the law does not provide for any accreditation procedure. The shares of the public limited company are easily tradable and transferable, shareholders can easily enter or leave the business.
However, the statutes of the business may include specific clauses to restrict the possibility of disposals:
- Approval clause : it allows share disposals to be subject to the agreement of the shareholders, unanimously or by a majority of them. In the SA, the authorization clause is limited in scope and can only cover transfers of shares to shareholders and third foreigners to the business. Thus, assignments to the spouse, whether ascending or descending, remain free.
- Pre-emption clause : it offers the target shareholder a right of priority to buy back the shares that another shareholder intends to sell. Thus, the transferor shareholder is obliged to offer his shares to the beneficiary shareholder before any sale.
Please note
On the other hand, inalienability clauses which prevent the disposal of shares for a fixed period of time are prohibited in the SA.
Registration fees
The transfer of shares shall give rise to the payment of registration fee to the tax administration. The amount of this tax is 0.1% of the sale price.
The rate goes to 5% for businesses with a preponderance in real estate, that is to say, businesses in which more than half of the assets are made up of immovable property not used for its professional exploitation.
Please note
The amount collected by the tax administration may not be less than €25.
SA | |||
|---|---|---|---|
Number of associates | 2 minimum (or 7 if listed) | 1 minimum | 1 to 100 |
Leader | Chairman + Board of Directors or Executive Board | President (and one or more Directors-General) | Manager (one or more) |
Share capital | €37,000 | Free | Free |
Release of cash contributions | At least 1/2 from creation | At least 1/2 from creation | At least 1/5 from creation |
Taxation of profits | Corporate tax (IS). Possible option for IR | Corporate tax (IS). Possible option for IR | Corporate tax (IS). Possible option for IR |
Tax regime of the executive officer | Income tax (IR) in the Salaries and Wages category | Income tax (IR) in the Salaries and Wages category | Income tax (IR) in the Salaries and Wages category |
Executive social security scheme | Assimilated employee | Assimilated employee | TNS if majority management, assimilated employee in other cases |
Social securities | Actions | Actions | Shares |
Eligible for trading on a regulated market | Yes | No | No |
Transmission of securities | Free (approval clause possible) | Free (approval clause possible) | Approval of partners |
Registration fees | 0.1% of the sale price | 0.1% of the sale price | 3% of the sale price after a reduction of €23,000 |
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SA scheme (legislative part)
SA regime (regulatory part)
Listed SA scheme