SASU

The SASU is an extension of the legal status “SAS: Société par Actions Simplifiée” (simplified joint stock company); the SASU stands for Société par Actions Simplifiée Unipersonnelle (single shareholder simplified joint stock company).

The SASU is therefore an SAS, but with a single shareholder. The number of SASUs has increased considerably in recent years, because the Chairman of an SASU (like an SAS) is not required to pay social security contributions unless he or she is an employee.

In 2016, the SASU accounted for 67% of new single-member companies.

You will have noticed that an SAS or SASU does not have a “Manager” (as in a SARL or SARLU), but a “Chairman”.

1- The sole shareholder of a SASU

The SASU has a single shareholder, who may be either a natural person or a legal entity (a company).
The sole shareholder takes decisions alone, in accordance with the formal rules set out in the Articles of Association. It should be noted that if the sole shareholder is a company, the SASU, like the SAS, must have its annual accounts validated by an auditor.

2- Financial commitment

The amount of equity (share capital) is freely determined by the sole shareholder. Minimum share capital: €1.

The sole shareholder may make contributions in cash or in kind.
In principle, contributions in kind must be valued by an auditor. However, the sole shareholder may waive this requirement if the following two conditions are met :

  • No contribution in kind is worth more than €30,000,
  • The total value of the contributions does not represent more than half of the share capital.

A SASU, like a SAS, may have variable capital.

A SASU may not offer financial securities to the public, nor allow its shares to be traded on the market.

3- How does the SASU work?

Construction and operation of the SASU

The sole shareholder is free to determine the rules for organising the company in the Articles of Association.

The Articles of Association may also take account of the addition of one or more partners, if the company evolves into a SAS.

The first and often only Chairman of a SASU must be named in the Articles of Association.
He or she is the company’s legal representative. He or she may be a natural person or a legal entity.
He or she is criminally and civilly liable (particularly in the event of mismanagement).

The Chairman may be the sole shareholder, but is not obliged to be.

The chairman may or may not receive remuneration for his management activities.
The components of this remuneration (fixed, variable, etc.) are set out either in the articles of association or in a separate document (private deed).
A Managing Director and a Deputy Managing Director may also be appointed.
Their appointment must be notified to the clerk of the Commercial Court and published in the BODACC (Bulletin Officiel Des Annonces Civiles et Commerciales); it must also be announced in a legal gazette.

If the sole shareholder is also the Chairman, the SASU benefits from simplified construction and operating rules.
In this case, the sole shareholder does not have to :

  • draw up a management report each year if, at the end of a financial year, its business activity does not exceed two of the following three thresholds:
    • 4 million euros for the balance sheet total
    • 8 million euros in sales (excl. VAT)
    • 50 people for the average number of permanent employees during the financial year,
  • file the management report with the Registrar of the Commercial Court (if required to do so); however, it must always be made available to any person who requests it,
  • approve the financial statements; this formality is considered to be completed by the filing of the annual financial statements and the inventory with the Registrar of the Commercial Court,
  • mention in the company register the receipt issued by the register when the annual accounts are filed.

The auditor in the case of a SASU (simplified joint stock company)

The appointment of an auditor for a SASU is only compulsory if one of the following conditions is met :

  • At the end of the year, the SASU exceeds two of the following thresholds :
    • total assets in excess of €1 million
    • sales in excess of €2 million and/or an average number of permanent employees during the financial year in excess of 20,
  • The SASU controls other companies.

4- The SASU tax regime

The SASU is subject to corporation tax.

However, it is still possible to opt for income tax if at least one of the following conditions is met :

  • the company carries on a commercial, craft, agricultural or professional activity (excluding the management of its own assets),
  • the company was less than 5 years old when this option was chosen
  • the company has fewer than 50 employees and annual sales or a balance sheet of less than €10 million,
  • the company is not listed on a regulated market,

The tax option may be submitted to the Service des Impôts des Entreprises during the first 3 months of the tax year in which it is to apply.

The option is valid for 5 non-renewable years, unless notice of termination is given, after which it is impossible to return to income tax.

Tax system for the remuneration of the Chairman of a SASU (simplified joint stock company)

If the Chairman is an employee, his remuneration is subject to income tax as salary and wages (application of the standard 10% deduction for professional expenses or deduction of actual, substantiated professional expenses).

5- Social security arrangements for the Chairman of a SASU

If employed, the Chairman is considered to be an employee. As such, they are covered by social security and the employee pension scheme. However, they are not covered by unemployment insurance if they do not contribute to it.

6- Transferring a SASU

The sole shareholder is free to define in the company’s articles of association the conditions under which potential partners will enter and leave the company.

Transfers of shares are subject to tax payable by the purchaser and to the capital gains tax regime for companies, payable by the seller.

In summary

Creating an SASU

Creating an SASU is a fairly structured process. Here are the main steps to follow:

1. Drafting the Articles of Association
The Articles of Association define the company’s operating rules. They must include :

– Company name
– Corporate purpose (the company’s activity)
– The registered office
– Duration of the company (maximum 99 years)
– amount of share capital and distribution of shares
– Company management and operating procedures

2. Formation of share capital
The share capital is made up of contributions in cash (money) and/or in kind (property). The capital must be deposited in a blocked bank account in the name of the company being formed. A certificate of deposit will then be issued by the bank.

3. Appointing the Chairman
The Chairman of the SASU may be a natural or legal person. His or her appointment must be stipulated in the articles of association or by a separate deed. The Chairman is responsible for the day-to-day management of the company.

4. Publication of a notice of incorporation in a Journal d’Annonces Légales (legal gazette)
An announcement of the creation of the SASU must be published in a legal gazette in the département where the registered office is located. This announcement must include several items of information, in particular

– Company name
– Legal form (SASU)
– Share capital
– Registered office address
– Corporate purpose
– Company duration
– Chairman’s name

5. Filing with the Centre de Formalités des Entreprises (CFE)
The company’s incorporation file must be submitted to the appropriate CFE or to the commercial court clerk’s office. It must contain :

– signed articles of association
– Certificate of deposit of funds
– A copy of the published notice of incorporation
– A completed and signed M0 form
– Declaration of beneficial owners
– A copy of the Chairman’s identity document
– Chairman’s sworn statement of non-conviction and filiation

6. Registration and Kbis certificate
Once the application has been submitted, the commercial court clerk’s office checks that all the documents are in order. If everything is in order, the company is registered and receives a SIRET number and a Kbis extract, the official document certifying the company’s legal existence.

Advantages of SASU

– Flexibility: Bylaws can be freely drafted.
– Limited liability: the sole shareholder’s liability is limited to the amount of his or her contributions.
– Flexible tax regime: Option to pay corporation tax (IS) or, under certain conditions, income tax (IR).
– Creating an SASU offers numerous advantages in terms of flexibility and asset protection, while also enabling you to benefit from attractive tax regimes.