Company capital and governance · France / Switzerland
Related-party agreements: procedure and evidence
France and Switzerland treat personal interests in related-party contracts through different rules. This file examines French SAS supplier relationships and Swiss SA conflicts separately. Connect the interested person, concrete contract terms and the relevant report or board measures. A registered representative or a familiar supplier is not, by itself, proof that the agreement has been properly examined.
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France: how can supplier terms document an alleged personal benefit ?
Compare actual prices, payment dates, guarantees and services with dated alternatives. For a SAS, L227-11 concerns ordinary operations on normal terms; an established relationship alone does not document both conditions.
Read the referencesYour question concerns “Related-party agreements: procedure and evidence”. Which document should we examine, and does your matter concern France or Switzerland?
3 free questions at signup. Avoid names and sensitive information.
France: which personal link connects the SAS officer and supplier ?
Record offices, shareholdings and the person’s actual involvement. L227-10 also addresses an interposed party; a supplier name alone does not establish the officer’s role or qualify every related supply contract.
France: how can supplier terms document an alleged personal benefit ?
Compare actual prices, payment dates, guarantees and services with dated alternatives. For a SAS, L227-11 concerns ordinary operations on normal terms; an established relationship alone does not document both conditions.
France: does a non-approved SAS agreement automatically lose effect ?
L227-10 states that non-approved agreements nevertheless produce effects, while harmful consequences for the company require examination. Retain the report, decision and alleged loss rather than assuming automatic invalidity.
How can you connect the facts and records in your file?
Complete the file references. The initial values illustrate a fictional case; they are not observed product results.
Fictional example · Interests, decisions and agreement matrix
- Company
- Company A
- Related party
- Documented connection
- Agreement
- Identified arrangement
- Procedure
- Records to examine
This worksheet organises records; it does not establish admissibility, entitlement or a procedural outcome.
France: what record applies to a single-shareholder SAS arrangement ?
Check whether the arrangement falls within L227-10. Its single-shareholder rule provides for an entry in the decision register for the covered agreements; connect that record to the interested person and transaction.
Which elements belong together before the next step?
| Preparation question | Point to verify |
|---|---|
| France: which personal link connects the SAS officer and supplier ? | Record offices, shareholdings and the person’s actual involvement. L227-10 also addresses an interposed party; a supplier name alone does not establish the officer’s role or qualify every related supply contract. |
| France: how can supplier terms document an alleged personal benefit ? | Compare actual prices, payment dates, guarantees and services with dated alternatives. For a SAS, L227-11 concerns ordinary operations on normal terms; an established relationship alone does not document both conditions. |
| France: does a non-approved SAS agreement automatically lose effect ? | L227-10 states that non-approved agreements nevertheless produce effects, while harmful consequences for the company require examination. Retain the report, decision and alleged loss rather than assuming automatic invalidity. |
| France: what record applies to a single-shareholder SAS arrangement ? | Check whether the arrangement falls within L227-10. Its single-shareholder rule provides for an entry in the decision register for the covered agreements; connect that record to the interested person and transaction. |
commerce : art. L227-10Code de commerce — article L227-11Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
Switzerland: what conflict must the SA board be told about ?
Under CO717a, board and management members inform the board fully and without delay about conflicts affecting them. Retain the personal interest, information supplied and date; this Swiss SA framework is separate from French SAS reporting.
Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
Switzerland: how can the board’s protective measures be documented ?
CO717a requires measures needed to safeguard company interests. Record the identified conflict, measure selected, persons involved and follow-up evidence without treating the decision as automatic validation of the contract.
Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
Switzerland: what if the company contracts with its own representative ?
CO718b addresses a contract with the person representing the company and contains a written-form requirement and a conditional exception. Establish the roles and relevant terms before determining the applicable form.
Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
Which official provision helps explain this situation?
Record offices, shareholdings and the person’s actual involvement. L227-10 also addresses an interposed party; a supplier name alone does not establish the officer’s role or qualify every related supply contract.
Switzerland: does a commercial-register extract prove conflict handling ?
ORC45 identifies registered board members and representatives, among other particulars. An extract helps establish those roles; it does not replace the conflict information or the board’s measures under CO717a.
Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
Which preparation steps come first?
Editorial preparation order, not a popularity or success-probability ranking. Define the file first, then examine conditions and supporting evidence.
France: which personal link connects the SAS officer and supplier ?
Record offices, shareholdings and the person’s actual involvement. L227-10 also addresses an interposed party; a supplier name alone does not establish the officer’s role or qualify every related supply contract.
commerce : art. L227-10Code de commerce — article L227-11Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
France: how can supplier terms document an alleged personal benefit ?
Compare actual prices, payment dates, guarantees and services with dated alternatives. For a SAS, L227-11 concerns ordinary operations on normal terms; an established relationship alone does not document both conditions.
commerce : art. L227-10Code de commerce — article L227-11Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
France: does a non-approved SAS agreement automatically lose effect ?
L227-10 states that non-approved agreements nevertheless produce effects, while harmful consequences for the company require examination. Retain the report, decision and alleged loss rather than assuming automatic invalidity.
commerce : art. L227-10Code de commerce — article L227-11Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
France: what record applies to a single-shareholder SAS arrangement ?
Check whether the arrangement falls within L227-10. Its single-shareholder rule provides for an entry in the decision register for the covered agreements; connect that record to the interested person and transaction.
commerce : art. L227-10Code de commerce — article L227-11Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
Switzerland: does a commercial-register extract prove conflict handling ?
ORC45 identifies registered board members and representatives, among other particulars. An extract helps establish those roles; it does not replace the conflict information or the board’s measures under CO717a.
commerce : art. L227-10Code de commerce — article L227-11Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
What other questions arise in this file?
France: how can supplier terms document an alleged personal benefit ?
Compare actual prices, payment dates, guarantees and services with dated alternatives. For a SAS, L227-11 concerns ordinary operations on normal terms; an established relationship alone does not document both conditions.
commerce : art. L227-10Code de commerce — article L227-11Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
France: what record applies to a single-shareholder SAS arrangement ?
Check whether the arrangement falls within L227-10. Its single-shareholder rule provides for an entry in the decision register for the covered agreements; connect that record to the interested person and transaction.
commerce : art. L227-10Code de commerce — article L227-11Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
Switzerland: how can the board’s protective measures be documented ?
CO717a requires measures needed to safeguard company interests. Record the identified conflict, measure selected, persons involved and follow-up evidence without treating the decision as automatic validation of the contract.
commerce : art. L227-10Code de commerce — article L227-11Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
Switzerland: does a commercial-register extract prove conflict handling ?
ORC45 identifies registered board members and representatives, among other particulars. An extract helps establish those roles; it does not replace the conflict information or the board’s measures under CO717a.
commerce : art. L227-10Code de commerce — article L227-11Code des obligations — article 717aCode des obligations — article 718bOrdonnance sur le registre du commerce — article 45
Which official references should you consult?
- commerce : art. L227-10legifrance.gouv.fr
- Code de commerce — article L227-11legifrance.gouv.fr
- Code des obligations — article 717afedlex.admin.ch
- Code des obligations — article 718bfedlex.admin.ch
- Ordonnance sur le registre du commerce — article 45fedlex.admin.ch
Texts cited last checked: 2 November 2026