SARL and SAS partners' pact: the complete guide for SME managers

The partners' agreement in SARL and SAS is a confidential contract that complements your statutes and secures both governance, capital and relationships between partners, especially in SMEs. It becomes a real strategic tool to prevent conflicts, protect the project and reassure financial partners and investors.​

Why an partners' agreement in SARL — SAS?

The statutes establish the legal framework of the company, but they often remain too rigid to finely manage daily life between partners, especially in SARL and SAS. The shareholders' agreement provides a suppleness contractual which makes it possible to anticipate risky situations: entry/exit of partners, blockages, succession, fundraising.

Concluded between all or some of the partners, this contract confidentially organizes the internal rules (decisions, powers, circulation of shares, financing) without being published or filed with the registry office. It is particularly suitable for SME managers who want to lock down their capital, clarify roles and protect the stability of their business.

Partners' agreement: definition and practical interest

The partners' agreement is a private agreement that complements the statutes by defining specific rights and obligations between the signatories: governance, transfers of shares, non-competition commitments, financing, etc. SARL and SAS are the forms most concerned, because their partners want to supervise both power and the movement of shares.

Concretely, it allows a family SARL, for example, to reserve the transfer of shares to members who are already associated (pre-emption clause) in order to avoid the entry of an unwanted third party. In a fund-raising SAS, the pact is used to impose approval, non-competition or inalienability clauses for the benefit of investors to secure their entry into capital.

Differences between partner agreements and statutes

The articles of association are the founding act of the company: they are mandatory, published and enforceable against everyone, partners as well as third parties, and their modification follows the rules of legal majority. The partners' agreement, on the other hand, is a purely contractual, unpublished act, enforceable only against its signatories, and freely modifiable by an amendment signed between them.

In case of contradiction, the articles of association always prevail, as the pact cannot derogate from the mandatory rules of the Commercial Code or deprive a partner of his essential rights (vote, information, dividends). Hence the need to draft a pact that is perfectly consistent with the statutes, otherwise there will be inapplicable provisions and litigation.​

Essential clauses of an SARL — SAS pact

An partners' agreement must be tailor-made and adapted to the project, but certain families of clauses are always used. They structure the governance, capital, personal commitments and financing of society.

• Governance and voting clauses: decisions subject to unanimous agreement, veto rights on certain operations, voting pacts to ensure a joint vote on sensitive issues.
• Clauses on title movements: pre-emption, approval, temporary inalienability, joint exit rights (tag along) or training rights (drag along) during a global sale.
• Partner engagement clauses: non-competition, loyalty, confidentiality, obligation of presence or minimum involvement for operational partners.
• Financial clauses: rules for distributing dividends, commitments to contribute to current accounts, obligations to subscribe to capital increases.

In practice, these clauses make it possible to avoid blockages between majorities and minorities, to control the entry of new partners and to ensure the continuity of the project in the event of departure.

Drafting, signing and updating the pact

The drafting of a partners' agreement requires technical expertise, in particular to articulate the clauses with the statutes, anticipate conflicts and respect the rules of public order. Recourse to a solicitor specialized is therefore strongly recommended to conduct interviews, formalize the expectations of partners and legally secure the whole.

The procedure involves several steps: exchanges between partners, negotiation of clauses, development of a project, then signature under private agreement and preservation in the social archives. The pact can then be modified by amendment, generally with the unanimous agreement of the signatories, and can be concluded for a fixed or indefinite period, with specified terms of termination.

SARL vs SAS: points of vigilance

In LLCs, the statutes remain governed by the law, which makes the pact particularly useful for introducing more flexibility in the governance and transmission of shares. The pact then accompanies a more rigid structure, for example by organizing the exit of a partner or the family transfer.

In SAS, the great freedom of statute already allows many mechanisms to be integrated directly into the articles of association, but the pact remains widely used to regulate the arrival of investors and stabilize shareholding. However, it must take into account the rules applicable to securities, the protection of minorities and the ease of amending the articles of association.

Sanctions, case law and the role of the lawyer

The violation of a partners' agreement does not automatically lead to the nullity of the acts carried out, but gives rise to damages, or even to other sanctions provided for by contract. Case law thus allows compensation to injured partners, in particular in the event of non-compliance with pre-emption or approval clauses.

For managers, the challenge is therefore to have a clear, coherent and applicable pact, adapted to their SARL or SAS and regularly updated. The support of a lawyer in commercial contracts and commercial litigation in Paris makes it possible to secure the document and to transform the pact into a real governance lever at the service of SMEs.

Model clauses for SARL and SAS partners' agreements

Here is an example of a copy and paste HTML table for Webflow, showing the main standard clauses:

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FAQ on the SARL — SAS shareholders' agreement

What is the point of a partners' agreement?

The partners' agreement makes it possible to anticipate risky situations, to formalize internal rules, to avoid blockages, to strengthen trust and to ensure the sustainability of the company. It is particularly useful for managing daily life, the arrival or departure of associates and protecting the company from conflicts.

Who writes a partners' agreement?

It is strongly recommended to have this contract drawn up by a specialized lawyer. This professional masters legal subtleties, prevents any risk of nullity or inconsistency with the statutes, and adapts the content to each company.

What is the difference between a partners' agreement and the articles of association?

The partners' agreement is a private, flexible and evolving contract, reserved for signatories. The statutes, on the other hand, are mandatory, public, and binding on all partners. The statutes take precedence in the event of a conflict.

Can we have clauses that are contrary to the statutes in the pact?

No Any partners' agreement must imperatively respect public order, the fundamental rights of the partners and the statutory rules. Contrary clauses are deemed to be unwritten or even unenforceable.

Where can I find an example or model of a partners' agreement?

Free templates are available on specialized sites. But they must imperatively be adapted to the specific situation of each company and validated by a lawyer to secure their application and effectiveness.

Can you draw up a partners' agreement yourself?

It is tempting to take inspiration from online models, but this exposes you to serious risks of contradiction, forgetfulness, or disability. Proofreading and adaptation by a legal professional remain essential.

Regulatory framework

The drafting and implementation of partners' agreements is a regulated matter. It is essential to consult a specialized lawyer to anticipate all risks, choose appropriate clauses and secure relationships between partners.

Conclusion

In SARL as in SAS, The partners' pact is a strategic tool for SME managers. It helps to prevent disputes, organize governance, protect society and guarantee trust. Its writing deserves personalized professional support.

Article written by Guillaume Leclerc, lawyer in commercial contracts and commercial litigation in Paris.