Simplified joint stock company (SAS)
The Simplified joint stock company (SAS) in Morocco : a lever for strengthening contractual freedom
The SAS (Simplified Joint Stock Company) is a legal form of company which was introduced by Law No. 19-20 . In fact, this law modifies Laws No. 5-96 and 17-95.
It introduces the framework and mandatory rules relating to the simplified joint stock company. Furthermore, it meets expectations that operators in the business world have been expressing for a long time.
The Simplified Joint Stock Company is based on the principle of contractual freedom of the partners. Indeed, this principle is manifested in the company’s statutes which offer a flexible structure. Furthermore, the simplified joint stock company leaves a lot of room for the intuitu-personae of the partners.
Why recommend the Simplified Joint Stock Company (SAS)?
Before Law 19-20, this legal form already existed. However, it was only intended for large investments, such as:
- First, the joint subsidiaries of large groups;
- Second, joint ventures;
Indeed, the nature of the partners it required and the minimum capital made it a tool inaccessible to SMEs. It now constitutes a tool for structuring groups of all sizes. It can, moreover, even concern individual entrepreneurs. Indeed, we can now create Simplified Joint Stock Companies with Single Shareholders (SASU).
This company offers the following advantages:
- First, operational flexibility (less rigid than SA or SAR);
- Then, possibility of dissociating capital and power;
- Also, strengthening of the right to information
- And, finally, the completion of operations within more reasonable time frames than the SA.
The law has reduced the legal domain of the SAS. As a result, the operating methods of the company are defined by the company’s statutes.
For which legal arrangements should you choose the SAS?
The SAS is a wise choice for investors looking to adopt:
- unrestrictive structures;
- while being able to create specific legal arrangements;
- SMEs looking to grow and cooperate with other businesses to strengthen their alliance.
The SAS is also an effective tool for subsidiarization. In fact, it ensures good management of the group by including specific clauses in the statutes.
Furthermore, the SAS is the ideal technique for business transfer. Indeed, the statutory clauses allow for a good distribution of powers and a perfect dissolution of power.
What are the particularities of the Simplified Joint Stock Company compared to the SARL and the SA?
| The legal framework | SAS | SARL | HER |
| Share capital | No minimum capital | No minimum capital | Unlisted companies: 300,000 DhsListed companies: 3,000,000 Dhs |
| The number of associates/shareholders | Possibility with a single partner (natural or legal person). | Possibility with a single partner (natural or legal person) | Minimum 5 shareholders |
| Organization of the company | The rules are defined by the statutes. | The SARL must respect a certain number of public order rules:The rules of majority or adjustment of the right to vote…
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In order to protect minority shareholders, the law strictly defines the operation of the SA which restricts the freedom of shareholders. |
| Public offering | Forbidden | Forbidden | Possible |
| Auditor | The appointment of one or more commissioners is mandatory when turnover exceeds the threshold set by regulation. | The appointment of one or more commissioners is mandatory when the turnover exceeds the threshold of 50 million dirhams. | companies making public offerings are required to appoint at least two auditors; the same applies to banking, credit, investment, insurance, capitalization and savings companies. |
| The shareholders’ agreement | Clauses to ensure cohesion and stability can be included directly in the statutes. | The distribution of shares can possibly be provided for in a contract between the partners. | Due to the rigid legal framework of the SA, shareholders adopt shareholder agreements, distinct from the statutes, to ensure the cohesion and stability of the shareholder base. |
How to form a Simplified Joint Stock Company?
The constitution of the SAS is subject to the same procedures and formalities governed by laws 5-96 and 17-95 for all companies.
To create a Simplified Joint Stock Company, you must:
- Obtain a Negative Certificate
- Choose a head office address
- Establish the statutes of the company (specific in the case of the SAS)
- Record acts of creation
- Register for professional tax (TP)
- Obtain a tax identification (FI)
- Register in the Trade Register (RC)
- Join the National Social Security Fund
- Make official publications (in JAL and BO)
- Open a bank account with a bank of your choice
What are the specificities of the SAS statutes?
The simplified joint stock company may provide for some adjustments regarding the constitution of the company:
Associates
The statutes determine the decisions that the partners must make collectively. In addition, they provide for the forms and conditions of this decision-making.
The freedom of associates is the principle. However, the law provides for exemptions relating to statutory modifications, which remain the exclusive competence of the partners exercised at an extraordinary general meeting.
Share capital
The share capital is freely determined by the founders in the statutes, no minimum is required. This capital may consist of contributions in cash (money) and/or contributions in kind (goods).
The Simplified Joint Stock Company may issue inalienable shares resulting from industrial contributions. If this is the case, the shares cannot be transferred. Indeed, in this case, these actions are closely linked to the quality of the person who participates through their know-how.
Organization of the company
The only mandatory body in management is the president.
When the president is the sole body of the SAS, he will also assume the management powers of the company under the conditions which may be put in place in the statutes. the CEO can be established by the will of the partners. Alongside these two legally identified management bodies, the partners are free to establish management or control bodies. The drafting of the statutes is a sine qua non condition for organizing the management of the SAS,
Auditors
Like the limited liability company, the statutes of the SAS may possibly provide for the appointment of one or more auditors.
However, one or more auditors must be appointed by a majority of the partners when the turnover exceeds the threshold set by regulation. (the decree has not yet been established).
This obligation ensures the financial transparency of the company and protects the interests of the partners.
Read also in french : Société par actions simplifiée
