Related-party agreements in a French SAS are contracts between the company and its président, another officer, or a shareholder holding more than 10% of the voting rights, with the aim of stopping a conflict of interest from quietly draining value out of the business. Founders who are also président and majority shareholder trigger this regime constantly — often without realizing a signed loan, a management fee invoice, or a sublease needs formal approval.
- Related party agreements french sas rules under Article L227-10 cover contracts with the président, officers, or any shareholder above 10% of voting rights.
- Founder loans, management fee agreements, and office subleases to a related company all qualify, even at market terms.
- SAS bylaws, not a default legal committee, set the approval procedure — check your statuts before signing anything with a related party.
- Undisclosed related-party agreements are a standard due diligence flag before a Series A or an exit in 2026.
- Lina drafts, ratifies, and files related-party agreements for French SAS founders under a fixed-fee scope.
Why related-party agreements matter for French SAS founders
Most French SAS founders wear three hats at once: président, majority shareholder, and sometimes lender to their own company. Every one of those roles pulls a contract into the related-party regime the moment it involves the company and the person behind it.
Unlike the SA, the SAS has no statutory committee that automatically reviews these agreements. Article L227-10 of the French Commercial Code hands the procedure to the bylaws — so if your statuts are a generic template from 2019 or 2020, they may not spell out who approves what, or when. That gap doesn't disappear; it just surfaces later, usually during an audit or a fundraising due diligence review, when an investor's counsel asks for every agreement between the SAS and its officers and finds none of them ratified.
A related-party agreement with no paper trail is one of the fastest ways to slow down a term sheet in 2026 — investors discount for governance gaps they can't verify in a data room. Fixing the file before anyone asks costs a fraction of what it costs to explain a gap during exclusivity.
How to handle related-party agreements in a French SAS
The steps below follow the order a French corporate lawyer works through when cleaning up a SAS's governance file, from spotting the agreements to filing them correctly.
Identify which contracts actually qualify
Start with a full inventory, not a guess. The related-party regime catches more than obvious self-dealing:
- Loans or advances from a founder or shareholder to the company (compte courant d'associé)
- Management fee or service agreements between a holding company and the operating SAS
- Office subleases or equipment lent by a related company
- Salary, consulting, or director-fee arrangements with a président who also holds a controlling stake
- Company guarantees covering a related party's personal or corporate debt
Check what your bylaws actually require
The Commercial Code sets the principle for a related party agreement; your statuts set the mechanics. Read the clause that applies to your SAS, not the generic law:
- Confirm which body approves the agreement: board, président alone, or shareholders directly
- Check whether your bylaws require a commissaire aux comptes report before approval
- Verify how "conventions courantes conclues à des conditions normales" — day-to-day agreements at market terms — are exempted, since the exemption depends on wording, not just the rate charged
- Note the reporting deadline tied to your annual shareholder meeting (AGOA)
- Check whether the related shareholder's votes are excluded from the ratification vote
Draft the agreement in writing, at arm's length
Verbal side deals between co-founders are the single most common gap auditors find. Put every term on paper:
- State the amount, interest rate or fee, and payment schedule explicitly
- Benchmark the rate or fee against a market comparable, not an internal guess
- Date the agreement at or before signature — never backfill it once a request comes in
- Include a term, a termination notice period, and any indexation clause
A management fee agreement between a holding structure and the operating SAS is a classic example: routine, legitimate, and still subject to ratification because the holding is a related party.
Get the auditor's report if you're above the thresholds
A SAS crossing the statutory turnover, balance sheet, or headcount thresholds must appoint a commissaire aux comptes, and that auditor reports on related-party agreements to shareholders every year.
- Confirm whether your SAS currently sits above or below the audit thresholds
- Send new agreements to the auditor before the annual meeting, not after
- Request the special report early enough to include it in the AGOA convening notice
- Keep the signed agreement and the auditor's report together in your closing book
Ratify the agreement at the shareholder or board meeting
- Put the agreement on the meeting agenda by name, with counterparty and amount disclosed
- Exclude the related shareholder's vote where the bylaws require it
- Record the vote, and any dissent, in the minutes
- Re-ratify annually for ongoing agreements — a founder loan or a management fee agreement doesn't get approved once and forgotten
A shareholder current account agreement is a good test case: it's usually recurring, it's usually with a founder, and it needs a fresh look at every annual meeting, not just at signature.
Flag the agreements the law prohibits outright
A handful of agreements aren't subject to approval — they're banned regardless of what the bylaws say:
- Loans, overdrafts, or personal guarantees from the SAS to an individual président or dirigeant
- Agreements labeled "normal terms" to dodge disclosure when the substance doesn't match the label
- Agreements signed by the same individual on both sides without an independent approval step
Prepare the file before a fundraising round or a sale
Related-party agreements are one of the first things a buyer's or an investor's counsel pulls in due diligence.
- Compile every related-party agreement into the data room before it's requested
- Reconcile each one against the board or shareholder minutes for that fiscal year
- Close out or formally ratify any agreement missing approval before term sheet stage
- Treat unresolved agreements as a closing condition risk, not a footnote
Ways to handle related-party agreements in a French SAS
| Option | Best for | Key limitation |
|---|---|---|
| DIY with a bylaws template | Pre-seed founders with one simple agreement, like a single founder loan | No check that your actual statuts cover the case correctly |
| General corporate law firm, hourly billing | Complex cross-border groups needing bespoke, ongoing advice | Cost and timeline aren't fixed upfront, and scope tends to drift |
| Lina's fixed-fee governance work | Founders who need the agreement drafted, ratified, and filed correctly before an audit or a raise | Doesn't cover unrelated day-to-day legal work outside the agreed scope |
Verdict: a DIY template works for a single, simple founder loan; anything involving a holding structure, a fundraising timeline, or multiple related parties needs a lawyer who signs off on the ratification, not just the draft.
Common mistakes French SAS founders make
- Treating founder loans as "internal" and skipping paperwork entirely — a compte courant d'associé is a related-party agreement the moment the founder holds shares.
- Assuming market-rate terms exempt the agreement automatically — the exemption depends on how the bylaws define "normal conditions," not on the rate alone.
- Forgetting annual re-ratification for ongoing agreements like management fees or subleases, then discovering the gap during an audit.
- Backdating an agreement once a due diligence request lands — dated paper trails get checked against minutes, and mismatches read worse than a missing agreement.
- Letting the related shareholder vote on their own agreement when the bylaws explicitly exclude them, invalidating the ratification.
Get your related-party agreements ratified
Lawyer response within 30 minutes, fixed quote within 1 hour.
FAQ
What counts as a related-party agreement in a French SAS?
Any contract between the SAS and its président, another officer, or a shareholder holding more than 10% of the voting rights counts under Article L227-10 of the Commercial Code. This includes founder loans, management fees, subleases, and guarantees, regardless of whether the terms are at market rate.
Do related-party agreements need a commissaire aux comptes report?
Only if the SAS has appointed an auditor, which becomes mandatory once the company crosses the statutory turnover, balance sheet, or headcount thresholds. Below those thresholds, the bylaws set whichever approval mechanism applies instead.
Is a founder loan to the company a related-party agreement?
Yes, a compte courant d'associé from a founder who holds shares is a related-party agreement and needs the approval your bylaws specify. It also needs re-ratification each year the loan stays outstanding.
What happens if a related-party agreement isn't ratified?
An unratified agreement can be challenged and, depending on the case, annulled if it caused harm to the company. In practice it also becomes a due diligence flag that slows down a fundraising round or a sale in 2026.
Do management fee agreements between a holding and its SAS need approval?
Yes, a management fee agreement between a holding company and its operating SAS is a related-party agreement even when the fee is set at market rate. The holding counts as a related party because it's a shareholder.
How does the 10% shareholder threshold work?
Any shareholder holding more than 10% of the SAS's voting rights is treated as a related party for any agreement they sign with the company. The threshold applies to voting rights, not just economic ownership.
Can Lina draft and ratify related-party agreements for a French SAS?
Yes, Lina drafts, benchmarks, and prepares related-party agreements for ratification under a fixed-fee scope, with a senior lawyer handling final review and sign-off. Typical delivery runs around 36 hours once scope is agreed.
How fast can related-party agreement gaps be fixed before a raise?
Most SAS governance files can be reviewed and corrected within days once every agreement and its supporting minutes are gathered. Lawyer response starts within 30 minutes and a fixed-price quote follows within an hour.
One last thing
The related-party regime in a French SAS is almost entirely bylaws-driven — the Commercial Code sets the principle but leaves the mechanics to the statuts. That means two SAS with an identical founder loan can have completely different compliance obligations in 2026 purely because one set of bylaws was drafted with an approval clause and the other wasn't. Read your own statuts before you assume the law protects you by default.
