French SASU/SAS Extraordinary General Meeting Minutes 2026

Unlike a SARL or SA, the quorum and majority requirements for collective decisions in a SAS are freely set by the statuts (art. L227-9 Code de commerce) — unanimity, two-thirds or any other threshold the founders chose. In a SASU, the sole shareholder decides unilaterally; their written consent constitutes the decision. Always check the statuts before convening, as specific amendments may require a higher threshold than the general rule.

Since 1 January 2020 (loi n°2019-1479 du 28 décembre 2019 de finances pour 2020), prior registration with the tax office is no longer compulsory for most capital amendments (increases, reductions, write-downs). It remains required in specific cases — notably when the transaction involves a contribution of real property or a business goodwill (fonds de commerce), both of which attract a proportional transfer duty.

Both the filing at the INPI single window (guichet unique, formalites.inpi.fr) and the publication of the legal notice in a SHAL must be completed within one month of the decision (art. R123-105 Code de commerce). Beyond this deadline the greffe may refuse to process the file or issue a formal request for regularisation, causing delays and potentially additional costs.

Budget for two main items: the SHAL legal notice (a flat fee varying by modification type and département, typically between €100 and €200) and court registry fees (émoluments, a regulated schedule set by ministerial decree) of approximately €190 for a registered-office transfer, with lower fees applying to other modification types. All formalities are now processed through formalites.inpi.fr.

Yes. The PV must be signed by the chairperson of the meeting — or by the sole shareholder in a SASU — and, where applicable, by the attending shareholders. It is recorded in the registre des décisions collectives (collective decisions register) or, for a SASU, the registre des décisions de l'associé unique, kept at the registered office and submitted in support of the RCS amendment filing.

Yes, provided the statuts expressly authorise remote participation and set out the applicable modalities (electronic voting, written consultation, deed signed by all shareholders). The SAS's hallmark statutory flexibility allows considerable latitude in how collective decisions are taken; however, the chosen method must be faithfully and accurately reflected in the minutes, as any omission could call the regularity of the decision into question.