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Societe Anonyme (S.A.)

The nearest equivalent to the U.K. public company in France, Belgium and Luxembourg. The S.A. needs at least seven founder members, who must draft and sign ‘articles of association’, which are filed at a commercial court. The con¬ tents of these ‘articles’ are many but amount effectively to the British memorandum, articles and prerequisites for starting trading in one document. The founders must also obtain subscriptions for all the company’s capital and, in the case of a public subscription, i.e. a company, the shares of which are offered to the general public, a summary of the contents of the articles must be published in a state publication known as the Bulletin des announces legates obligaloires.

Shareholders of an S.A. are known as actionnaires and fully paid shares are usually in bearer form. Management is by either (1) a board of directors similar to the U.K. board but with fewer powers and more restrictions (e.g. a director cannot be appointed for longer than six years and employees are not eligible as directors until they have been with the business at least two years) or (2) a directorate and a committee of supervision based on the German AG.

Employees are not, at present, entitled to appoint members of the board of directors, but if employees number more than fifty, they must form a works council, which in turn elects observers to sit in at board meetings or meetings of the committee of supervision.

Reference: The Penguin Business Dictionary , 3rd edt.