Adding / replacing a ‘actionnaire minorité’ (third person in an SAS that is a small restaurant)

sandrogynous
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I am in the middle of considering to add a third associate for my SAS which be a small restaurant. For the moment the 2 main associates are myself (president) and my common-law partner (dirigeant), we originally were considering to add my “coach” as the “actionnaire minorité” who has been accompanying us for this restaurant project for the past year, but recently I’ve been having some trust issues with him and I’m considering of replacing him with someone else, perhaps another trustworthy family member.

We were told by our lawyer (given that I’ve understood correctly) that the “actionnaire minorité” has very little power, 2% share, are only financially responsible for the amount they contribute to the company’s capital social and not entitled to dividends if we don’t want to give him any. Basically his role is to help us in the event that my common-law partner are gridlocked in making a decision. And we can replace him whenever we want. Did I get most of that right? Do you have any resources on this topic that explains in simple terms the role & responsiblities of the “actionnaire minorité?” When they have 2% share, what does this mean? Do we have to share the profits with him? Basically, I have suspicions that he would try to profit off of us eventually.

Also, we would like to consider other persons as back up options, but we’re not exactly sure how to explain the role to them and what it involves. Our lawyer has explained it to us but it’s still not very clear for me.  Thank you!

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