SAS, SARL or micro-enterprise, the choice of the legal status of a company is an essential step. The simplified joint stock company, or SAS, is a commercial company. Highly appreciated, it is intended for partners who wish to exercise a joint activity. The SAS offers great freedom of operation and organization. What are its characteristics ? What are the advantages and limitations of this legal form? Explanations.
A simplified joint-stock company (SAS) is a commercial company that benefits from a legal framework. It is notably subject to the Commercial Code and articles L.227-1. This legal form differs from those of other companies. To create an SAS, you need at least two partners. There is no maximum limit. It should be noted that an SAS can have only one partner, in this case it is a SASU, a single-person simplified joint-stock company.
The SAS limits the liability of the partners. The latter are responsible for the social debts within the limit of their contributions. Civil liability and criminal liability is incurred only if the partners also hold executive positions.
The share capital of an SAS is defined by the partners. It is made up of cash contributions, in other words contributions of money but also contributions in kind. It can then be movable property or equipment. The share capital can be fixed or variable. On the other hand, 50% of the cash contributions must be released at the time of the creation of the company.
The creation of an SAS involves several steps. These should be done in a set order. Once all the steps are done, the partners can start their activity. Here are the different steps.
An SAS must have a president. The latter is the legal representative, he is appointed when the company is created. Then, the partners can, if they wish, appoint a general manager, deputy general managers or even a board of directors. The functioning of each position is defined in the statutes. It is necessary to determine the powers of the managers, the remuneration, the duration of their appointment (definite or indefinite) and finally the conditions for the termination of their mandate.
Because they receive remuneration and therefore a payslip, the managers of an SAS are affiliated to the general social security system. It should be noted that a company director cannot benefit from unemployment insurance. The role of a SAS president is to lead and legally represent the company
The profits made by an SAS are subject to corporation tax (IS). As is the case for an LLC, the partners can temporarily opt for the partnership regime. The limit is set at 5 exercises. In this case, the partners are taxed personally on the share of its profits. The partners each have the right to vote at meetings.
Partners are required to make certain decisions namely:
Each year, the managers of the SAS must close the accounts for the financial year. These are validated by the partners. The company, by its legal status, has no deadline obligation for the annual accounts. On the other hand, once the accounts are closed, the dividends must be paid within 9 months. SAS must appoint an auditor if:
A simplified joint-stock company offers great flexibility. The number of partners is not limited and they do not encounter constraints when drafting the statutes. They therefore choose the functioning and organization of society. The management of the SAS is very free, the only constraint is the appointment of a president.
Shareholders have control of the company. They determine the entry and exit conditions for shareholders as well as the sale of shares. It should also be noted that taxation of registration fees in the event of the sale of shares is capped by law at €5,000.
The minimum share capital of a simplified joint stock company is €1. Shareholders have the choice between corporate or personal taxation.
The advantages of the SAS are numerous, but the legal form also has some limitations. Partners and managers cannot have the status of self-employed workers. However, with the TNS scheme, social charges are more advantageous. By opting for the status of employee, the cost is heavier, especially at the start of the activity.
Moreover, the great freedom that defines the simplified joint-stock company is accompanied by complexity in the drafting of the statutes. You need to have skills or get help from a professional to carry out this step.
