Whether it is to launch a commercial, civil or mixed activity, the Limited Liability Company (SARL) and the Simplified Joint Stock Company (SAS) are suitable. However, the choice will be made according to the objectives of each entrepreneur. In any case, it is possible to transform a SARL into a SAS through certain formalities if the managers change their minds along the way.
One of the particularities of the SARL concerns its operation, which is strongly regulated by the Commercial Code concerning the rules for the transfer of securities, the powers of management, the organization of General Meetings and many others. It is therefore impossible to derogate from these regulatory requirements. The advantage is that the partners are well secured. On the other hand, the case thickens when the company is brought to evolve quickly. This is why many entrepreneurs choose the SAS which offers more flexibility. As the legislation is less rigorous in terms of its mode of operation, the partners can freely organize themselves on collective decision-making, the statutes of the company or even governance. To be handled with tweezers, however, because this flexibility can be a double-edged sword in the event of poor organization.
A SAS like a SARL is subject to income tax. Although the taxation of dividends is almost similar, the dividends received by the president of an SAS are subject to lower social security contributions in comparison with those of a manager of an SARL. It should be noted, however, that since January 2018, a new capital income tax mechanism has been launched:the single flat-rate levy (PFU) on capital income. Commonly called Flat tax, it is applicable to both a SAS and a SARL. Its principle? Dividends are taxed on a single rate of 30% including 17.2% social security contributions and 12.8% income tax, rather than on a tax scale such as income tax. income with tax brackets and social contributions. We can therefore say that the taxation of the two companies is equal.
If we talk about the tax regime applied to executive compensation, it is identical to that applied to employees, whether for an LLC or an SAS. But the point that interests us the most concerns the social system through which the SAS once again pulls out of the game. On the one hand, the managers of the SARL are subject to the TNS scheme (self-employed worker) and on the other hand, the managers of SAS are affiliated to the general scheme. They therefore benefit from full coverage. On the other hand, neither a manager of a SARL nor a president of an SAS benefits from executive unemployment insurance. Only employees on CDD or CDI likely to be compensated by Pôle Emploi are entitled to benefit from it. The manager or director must therefore take out optional unemployment insurance separately.
The transfer of shares or shares must be mentioned by deed and subject to the formality of registration. The cost of these registration fees reaches 3% of the purchase price for a SARL while it is only 0.1% on the purchase price for a SAS.
