To start a business, you have to choose the right legal status. The SASU or single-person simplified joint-stock company is one of the legal forms most used by entrepreneurs.
Do you want to become independent by starting your business? The choice of the legal form of your company is decisive. If the SASU is a great success with entrepreneurs, it is because it offers many advantages, including that of being flexible in its operation. Concretely, what is a SASU? What are the advantages ? Explanations.
The one-person simplified joint-stock company is made up of only one partner who can be a natural or legal person. The arrival of one or more other partners automatically transforms it into a simplified joint stock company (SAS). In SASU, the sole shareholder can also be president and appoint a non-partner to the position of general manager.
The minimum amount of share capital for SASUs is set at 1 euro, which allows a large number of projects to see the light of day. This capital is made up of contributions in cash and/or in kind, divided into shares owned by the sole shareholder. The law specifies that half of these contributions must be paid up when the company is set up and the rest within 5 years from the date of registration.
The SASU must have a registered office, that is to say an address where the legal life, the management bodies and the main services of the company are concentrated. The sole shareholder has several options for setting up his registered office:domiciliation with his legal representative, buying or leasing premises, requesting the services of a domiciliation company... The address of the registered office of the company must appear in the articles of association and on all of its commercial documents.
The SASU has other characteristics to be aware of. Indeed, it should be known that the duration of the company fixed in the statutes cannot exceed 99 years. All activities can be carried out in this legal form, with a few rare exceptions. Finally, the liability of the sole shareholder is limited to the amount of his contributions.
Within the framework of a SASU, the decision-making power rests with a single partner who, in most cases, also exercises the functions of president. However, a person who is not associated may well be appointed president.
The rules of constitution of the SASU and in particular the methods of release of the contributions, evaluation of the contributions in kind, deposit of the funds, the formalities of publication and registration with the RCS, are modeled on those applicable to public limited companies and therefore SAS. However, an exception exists when the sole shareholder is also president of the company. In this case, the insertion of a notice to BODACC is not required.
If necessary, the sole shareholder can modify the content of the articles of association of his company. This is particularly the case when there is a change of corporate purpose, corporate name or a modification of the share capital.
The partner can welcome one or more other partners within his company. This arrival is done by the transmission of part of the shares held by the sole shareholder to third parties or by the creation of new shares within the framework of an increase in share capital. As soon as the company has more than one partner, it is no longer a SASU but an SAS, which requires an update of the statutes.
Several reasons encourage entrepreneurs to opt for this legal form. The interest of the SASU is first of all to limit the liability of the sole shareholder by allowing him to separate his personal assets from his professional assets. Therefore, if the company is in financial difficulty, the partner is at little risk.
Then, the one-person simplified joint-stock company, like the EURL, is distinguished by its particularly flexible operation. Indeed, the capital of the SASU is freely determined by the sole shareholder. The partners can make several types of contributions:contributions in cash, contributions in kind or in industry since the Law of Modernization of the Economy of 2008.
Entrepreneurs who choose to create a SASU also benefit from simplified accounting and administrative formalities. For example, they are not required to file the management report with the registry. When he is also appointed chairman of the company, the sole shareholder is exempted from drawing up the management report as long as certain thresholds are not exceeded.
Another advantage of the SASU is to be able to change the structure of the company in the event of development or transmission. It is thus relatively simple to sell shares or change corporate form. It should be noted that the sale of shares is subject to a less burdensome tax regime than the sale of goodwill.
The president of a SASU is assimilated as an employee from the moment he receives remuneration, whether he is a partner or not. This is the only status allowing affiliation to the general social security system. The sole associate president of a SASU therefore benefits, for an equivalent income, from a more advantageous old-age insurance than that of the self-employed. The dividends it receives are not subject to social security contributions, regardless of their amount.
Thus, the SASU is a legal form that is of great interest to entrepreneurs. Limited liability, absence of social contributions on dividends, social protection of the general system, possibility of welcoming several partners in order to meet development or transmission objectives... However, the SASU does not only have advantages. Its creation remains complex from a legal point of view. It is therefore recommended to call a professional.
