FRANCE Law and Practice Contributed by: Antoine Mercier, Myriam Mejdoubi and Gabriel Dalarun, DLA Piper France LLP
Société anonyme with a board of directors The board of directors must be composed of between three and 18 members appointed through the by-laws when the company is set up, and subsequently by the shareholders. The chairman of the board of directors is appointed by the board, from among its members. The board must also appoint a chief executive to lead the management of the company. Société anonyme with an executive board and a supervisory board The executive board typically has between two and a maximum of five members, all individu - als. If the company is listed on a French stock market, this number may be increased to seven. If the share capital of the company is less than EUR150,000, the executive board can be replaced by a single chief executive. Members of the executive board are not required to be share - holders of the company. The executive board manages the company. The supervisory board must contain at least three, but no more than 18, members. SAS By-laws can grant considerable flexibility on corporate governance. The company is typical - ly managed by a president, who can be either an individual or a legal entity. The by-laws can provide for the president to be assisted by one or more executives, or by one or more deputy executives, and can also provide for the appoint - ment of a joint management body. SCPI An SCPI is managed by a management com - pany, which must be either a stock corporation with a minimum share capital of EUR125,000 or a partnership, of which at least one partner is a
stock corporation with at least this amount of share capital. The management company must: • be approved by the French Securities and Exchange Commission (Autorité des Marchés Financiers); • present sufficient guarantees regarding its organisation, its technical and financial strength, and the suitability and experience of its managers; • take steps to secure the transactions it enters into; and • have sufficient financial means to conduct its business and meet its liabilities. The management company is assisted by a supervisory board comprising at least seven shareholders, who are appointed at a sharehold - ers’ meeting. SIIC An SIIC is managed by a management company, which must be either a stock corporation with a minimum share capital of at least EUR125,000 or a partnership, of which at least one member is a stock corporation with at least this amount of share capital. The management company must: • be approved by the French Securities and Exchange Commission (Autorité des Marchés Financiers); • present sufficient guarantees regarding its organisation, its technical and financial strength, and the suitability and experience of its managers; • take steps to secure the transactions it enters into; and
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