SAS
The SAS (Société par Actions Simplifiée) must have at least one partner, who may be the Chairman, either a natural person or a legal entity (company). If the Chairman is not an employee, he is not subject to the social security charges applicable to self-employed entrepreneurs; this is an essential feature compared with the SARL or SARLU, which require the manager to pay social security contributions to the Sécurité Sociale des Indépendants scheme run by the Conseil de la protection sociale des travailleurs indépendants (self-employed entrepreneurs and managers are now covered by the general social security scheme, into which the RSI (Social Security for the Self-Employed) has been incorporated). Urssaf still exists and manages social security contributions.
The minimum share capital for an SAS is 1 euro. The company is managed by at least one director (Chairman) and the appointment of a statutory auditor is only compulsory if one of the following conditions is met: the company has more than 20 employees, pre-tax turnover exceeds two million euros or the balance sheet total exceeds one million euros. If the Chairman is a company, the statutory auditor is compulsory.
Creating an SAS
To set up a Société par Actions Simplifiée (SAS) in France, follow the steps below:
1. Drafting the articles of association
Mandatory articles of association:
Corporate name (company name)
Corporate purpose (company activity)
Registered office
Company duration (maximum 99 years)
Amount of share capital and distribution of shares
Company operating procedures (collective decisions, appointment and dismissal of directors, etc.)
Optional bylaws :
Approval clauses
Share inalienability clauses
Right of pre-emption
2. Formation of share capital
Cash contributions :
Deposit of funds in a blocked account
Collection of a certificate of deposit
Contributions in kind :
Valuation by a contribution auditor (mandatory if the value of the contribution exceeds €30,000 or if the total in-kind contributions exceed half the share capital)
3. Appoint officers
Chairman: Mandatory
Managing directors or other management bodies: Optional
4. Publish a notice of incorporation
Publish a notice of incorporation in a legal gazette in the département of the company’s registered office.
5. SAS registration
File the application with the Centre de Formalités des Entreprises (CFE) or the clerk’s office of the relevant commercial court, including :
A copy of the signed articles of association
A completed and signed M0 form
Proof of publication of the notice of incorporation in a legal gazette (JAL)
The deed of appointment of the chairman and directors
Declaration of non-conviction and filiation of directors
Proof of registered office (lease, title deed, etc.)
Certificate of deposit of funds
List of beneficial owners
6. Obtaining the Kbis extract
Once the application has been validated, the Kbis extract will be issued, certifying the legal existence of the SAS.
Other formalities
Register of beneficial owners: mandatory for all companies.
Opening a business bank account: Often required to manage the company’s day-to-day operations.
Tax and social security registration: Depending on the company’s activity.
Conclusion
The creation of an SAS is relatively flexible, allowing great freedom in the organization of the company.
However, it is important to draft the articles of association carefully, and to follow the administrative steps scrupulously, to ensure the company’s legality and smooth operation.