What is a Société Anonyme? What are its advantages and disadvantages ?
What are the operating rules of the public limited company?
What are the stages of its formation?
If you want to set up a public limited company, you must understand the intricacies of this legal form known for its rules of operation and governance.
What is a Société Anonyme?
Effective for large-scale projects, the rules governing public limited companies are more restrictive than those of other forms.
The public limited company is a capital company of a commercial nature which makes it possible to limit the liability of the partners to their capital contributions. By its form it differs from other types of companies by its specific management rules. Its mode of governance makes it the most popular form for large-scale projects.
You are advised and supported to undertake personalized support and advice in complete peace of mind!
How does the SA work in Morocco?
In terms of operation, the public limited company is organized into 2 levels:
The shareholders: unlike the SARL, the constitution of an SA requires a minimum number of five shareholders. The latter bear the losses only up to the amount of their contributions. Requiring a minimum capital of 3.000.000 DH in the case of a public call for savings and 300.000 otherwise the latter is split into shares of contributions in cash or in kind.
The governing body: the SA can be set up with a board of directors or a supervisory board.
The board of directors is made up of 6 to 12 directors who must have the status of partners and whose mission is to make decisions relating to the management of the company.
The Supervisory Board is made up of a minimum of 3 members and a maximum of 12. Its role is the permanent control of the company's management.
Register your company in just a few clicks!
Discover our 100% transparent, non-binding offers
What are the steps for setting up an SA? ?
For the creation of a public limited company by several administrative procedures:
Request for a negative certificate.
Have a registered office and a corporate name.
Drafting of the statutes of the company.
Register the company with taxes and other administrations.
What are the main characteristics of an SA?
Intended mainly for large-scale projects, the public limited company is subject to restrictive regulations, it brings by its mode of governance more security and controls for the shareholders.
The partners of the SA:
Unlike the SARL, the draft constitution of a public limited company (SA) requires a minimum number of five shareholders. The latter can be both natural and legal persons, resident or non-resident in Morocco. Within the SA, the shareholders take part in the governance of the company according to their weight in the capital, either through a board of directors or a management board with a supervisory board.
The capital of the SA:
The constitution of an SA requires a minimum capital of 3 million DH in the case where it calls for public savings, otherwise the minimum is set at 300.000 DH. It is also necessary for the capital to be subscribed in its entirety at the time of the constitution of the SA. The contributions which constitute the capital are fully paid up if they are made in kind and paid up by ¼ of their value at the time of subscription if they are made in cash.
Here are our no-obligation accounting offers!
Legal features:
The Company does not acquire its legal personality until it is registered in the commercial register. Within an SA, the role of general manager is determined by the board of directors, which defines his powers and functions.
What are the advantages and disadvantages of a public limited company?
The advantages of a public limited company are diverse. If you are a shareholder of an SA, your liability in terms of social debt is limited to your capital contribution.
Therefore, you do not have to assume the debts of the company nor those of the other shareholders. In addition to this security, the SA also offers shareholders the possibility of an easy exit thanks to the flexibility of the contract.
The SA is the form used by companies with a large number of shareholders and also offers strong assurances to investors and bankers.
Also, as we have already mentioned, if the capital is at least 3.000.000 DH, the SA can openly appeal to the public for savings.
The disadvantages of a public limited company: Despite its advantages, the public limited company mainly adapted to large projects, excludes several types of entrepreneurs.
SA operations are structured, but can be cumbersome and complex. The need to set up governance bodies in due form, as well as the obligation to appoint an auditor, can be a brake even for SMEs.
What are the governance bodies of the public limited company (SA)
The SA can be governed with a board of directors or with a management board and supervisory board
SA with a board of directors
All members of the board of directors are shareholders. They must have at least one share, they are appointed for a period that cannot exceed 6 years unless otherwise stipulated in the statutes.
They can be legal persons too. In this case, they have the obligation to choose a representative who sits on their behalf.
The board of directors must include at least three members, and up to twelve people for SAs not making public savings and fifteen people for SAs making public savings.
SA with management board and supervisory board
The management board has members, not necessarily shareholders. The number cannot exceed five or seven members unless the company appeals to public savings.
The Management Board is appointed by the Supervisory Board and exercises these functions under their supervision.
The Supervisory Board is made up of three to twelve members.
What are the operating rules of the general assembly of the public limited company (SA)?
The rules governing the calling and conduct of general meetings can be summarized as follows:
Summons: addressed to members 15 days before the meeting, it must include the agenda, date, time and place of the meeting.
Quorum: deliberations require that the minimum number of people whose presence is required be respected. For the SA, the shareholders present or represented must possess at least ¼ of the voting rights.
The votes: during a meeting, any ordinary decision must obtain a majority of votes of more than 1/2 of the votes. Extraordinary decisions must obtain a majority of more than 2/3 of the votes.
The verbal procedure : established by the manager and filed with the court registry (2 months after the meeting) to formalize the decisions and resolutions voted on.