A French SAS president mandate agreement fixes who runs the company, what they can sign without asking anyone, how they get paid, and how fast the board can remove them — skip one of those four points and you've built a governance problem instead of a hire.
- A French SAS president mandate agreement must fix term, powers, pay and revocation before the president signs anything.
- Fixed-fee mandate drafting from Lina runs on a typical 36-hour delivery once scope is agreed — buy the certainty, skip the template.
- Unpaid ('à titre gratuit') mandates still need written scope in the bylaws — silence leaves the president's authority unopposable to third parties.
- A non-compete bolted onto the mandate without duration and geography limits won't hold up in 2026 — draft it as its own clause.
- Free revocation ('ad nutum') isn't automatic in a SAS the way it is in an SA — the bylaws have to say so.
Why this matters
A SAS president is a mandataire social, not automatically an employee. Under the French Commercial Code, the president holds broad power to represent and bind the company toward third parties, and any internal limit you write into the bylaws or a side agreement is not enforceable against someone who deals with the company in good faith. That single rule is why founders who write vague mandates end up with a president who technically can't be stopped from signing a lease, a loan, or a contract nobody approved.
Lina drafts SAS president mandate agreements alongside the bylaws so the powers, pay, term and exit terms sit in one coherent document instead of three contradictory ones. A named senior lawyer reviews and signs off on every mandate; the volume drafting work runs through AI agents, which is how the 36-hour typical delivery holds even at fixed fees in 2026.
Who needs a SAS president mandate agreement
This is for founders incorporating a SAS who are naming themselves president, founders bringing in an outside CEO or president after a raise, and companies converting a SARL into a SAS and restructuring who runs it. It also matters for VC-backed boards appointing a non-founder president post-Series A, where the mandate has to survive a board seat change without a renegotiation every time.
What to look for in a SAS president mandate agreement
Scope of powers
Write down what the president can decide alone versus what needs board or shareholder sign-off — spending thresholds, hiring, borrowing, real estate. This internal split protects the company's governance, but remember it won't stop the president from binding you to an outside party; that only works through revocation and liability clauses, not through silence.
Term and renewal
A SAS mandate can run for a fixed term or be open-ended — the bylaws decide, French law doesn't impose a default. Fixed terms force a renewal conversation at a set date; open-ended terms remove that friction but make a quiet ouster harder to execute cleanly.
Compensation structure
Decide fixed salary, variable pay tied to milestones, or unpaid (à titre gratuit) — and put whichever you pick in writing. A paid president who's also a shareholder falls under the assimilé salarié social security regime, meaning general regime contributions apply but unemployment insurance doesn't; that distinction changes the real cost of the mandate.
Revocation terms
An SA president is revocable ad nutum by law — a SAS president is not, unless the bylaws say so. If you want the freedom to remove a president without cause or notice, write it explicitly; if you want protection against an abrupt board move, negotiate cause and notice requirements into the mandate itself.
Non-compete and confidentiality
A non-compete tacked onto a mandate without a defined duration, geography and scope is close to worthless the moment it's tested. This is where founders bringing in an external president most often get burned, because the clause reads fine until someone actually leaves and starts a competing venture next door.
Liability and indemnification
A SAS president carries civil and, in some cases, criminal liability for management decisions. The mandate should state whether the company covers legal defense costs and under what conditions, separate from any director's insurance the company may carry.
Four SAS president mandate structures to choose between
1. Founder-president mandate, variable pay tied to milestones — the founder default. Open-ended term, revocation reserved to a qualified majority vote, compensation triggered by funding or revenue milestones rather than a fixed monthly figure. Pair it with properly drafted SAS bylaws so the mandate and the founding documents don't drift apart as the cap table changes. Include for single-founder or co-founder-led SAS at incorporation.
2. External hired president, fixed fee, free revocability — the safe pick for VC-backed boards. Fixed monthly compensation, short notice period, and revocation without cause reserved to the board. Before you draft this one, get clear on the line between a mandate and a startup executive employment contract — mixing the two invites a URSSAF recharacterization risk. Include, with the distinction spelled out in writing.
3. Non-executive chairman mandate, narrow powers — the wildcard for holding structures. The chairman signs almost nothing operationally; a delegated CEO or general manager runs day-to-day decisions under a separate delegation of powers. Useful in holding companies or post-acquisition structures where the shareholder wants a seat but not the liability. Consider it only when the delegation of powers is drafted with the same care as the mandate itself.
4. Unpaid mandate, costs reimbursed only — the cash-strapped seed option. No salary, no dividend entitlement tied to the role, just reimbursement of documented expenses. It saves payroll costs pre-revenue, but an unpaid mandate with no written scope is exactly the setup that leaves a president's authority undefined and, per the Commercial Code, unopposable to third parties anyway. Consider, but never leave it undocumented.
What to avoid in a SAS president mandate agreement
- Copying an SA's automatic revocability into a SAS mandate. SA presidents are revocable ad nutum by statute; SAS presidents are not, unless the bylaws state it plainly. Assuming the SA rule applies is a common and costly mistake.
- Disguising an employment relationship as a mandate to dodge payroll. French courts and URSSAF recharacterize mandates that look like subordinate employment — fixed hours, direct instructions, no real autonomy — regardless of what the contract is titled.
- Leaving compensation silent when the president is also a shareholder drawing dividends. Without a clear line between mandate pay and dividend income, disputes over what was actually owed become a governance headache during any later fundraise or SARL-to-SAS conversion.
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Mandate structures compared
| Structure | Term | Revocability | Pay | Best for | Verdict |
|---|---|---|---|---|---|
| Founder-president, variable pay | Open-ended | Qualified majority | Milestone-based | Founder-led SAS | Include |
| External president, fixed fee | Fixed, renewable | Free, board-led | Fixed monthly | VC-backed boards | Include |
| Non-executive chairman | Fixed or open | Board vote | Fixed or none | Holding structures | Consider |
| Unpaid mandate | Open-ended | Free | Expenses only | Pre-revenue seed | Consider |
FAQ
What is a French SAS president mandate agreement?
It's the contract or bylaws provision setting the president's powers, term, pay and revocation terms for a société par actions simplifiée. It sits alongside, and sometimes inside, the SAS bylaws.
Is a SAS president an employee or a corporate officer?
A SAS president is a corporate officer (mandataire social) by default, not an employee. A paid president who is also a shareholder falls under the assimilé salarié social security regime, but without unemployment insurance.
Can a SAS president mandate be unpaid?
Yes, French law allows an unpaid mandate à titre gratuit. It still needs a written scope of powers in the bylaws, since an undefined mandate is unopposable to third parties dealing with the company.
How is a SAS president revoked?
Revocation terms are set freely in the SAS bylaws, unlike an SA president who is revocable ad nutum by law. Founders should decide upfront whether removal requires cause, notice or a qualified majority vote.
Does a SAS president need a non-compete clause?
A non-compete only holds up if it specifies duration, geography and scope precisely. A vague clause attached to a mandate rarely survives a dispute.
What does it cost to draft a SAS president mandate agreement in 2026?
Costs vary by scope and complexity. Lina issues a fixed-price quote within one hour of a request, with typical delivery around 36 hours for standard mandates.
Can a foreign founder be president of a French SAS?
Yes, French law does not require the SAS president to be a French national or resident. The mandate agreement should still address local representation and any powers delegated to a France-based signatory.
What's the difference between the SAS bylaws and a separate mandate agreement?
The bylaws are the founding constitutional document and can include mandate terms directly. A separate mandate agreement adds detail on compensation, non-compete and liability that founders often prefer to keep out of the public bylaws.
One last thing
The detail most founders miss: under the French Commercial Code, a clause limiting the president's powers is void against a third party even if that third party knew about the limitation. Writing "the president cannot sign contracts over €50,000 without board approval" into your bylaws protects you internally and does nothing to stop the deal from being valid externally — the only real protection is choosing who holds the mandate and how fast you can remove them.