SAS, SASU : what you need to know about these articles

The Simplified Stock Corporation (SAS) is characterized by its great flexibility since the partners are free to define the rules of operation of the company.

The SAS is in the form of companies that grows the most in recent years : by 2018, 61% of all companies created were in that status, compared to 56% in 2016. Within this legal category, the proportion of SAS to a sole partner or sole traders (SASU) remains the majority position, and stabilizes at 37% of the companies created in 2018.

1. The SAS (Simplified joint-Stock Company): what is it?

Since the law of economic modernisation from 2008, there is no need of minimum capital (it had to meet 37000 euros before), or to appoint an external auditor to validate the balance sheet and the income statement, except if the company exceeds two of three following thresholds:

• 1 million euros for the total of the balance sheet,

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• 2 millions of euros of CA,

• and a staff of 20 people.

note : the law Pact (action Plan for growth and transformation of companies) plans to meet these thresholds to enable more SMES to escape from the control of the auditors. Only companies which fulfil two of the following three conditions must certify their accounts :

• a balance sheet greater than or equal to € 4 million,

• a turnover HT greater than or equal to 8 million euros,

• a number equal to or greater than 50 employees.

For the time being, nothing changes, because the text has not yet been definitively voted. The last of the amendments tabled by the senators leave in addition to glimpse the possibility of the postponement of the raising of the thresholds of certification of legal to the horizon 2021. A follow therefore.

READ ALSO >> comparative Table of the different types of status: SARL, SAS, SA

associates a SAS shall freely fix the amount of the share capital : at least half of the amount of contributions in cash must be released at the constitution, the rest in five years. They also decide on the mode of operation and the distribution of power in the company.

>> Service Partner : go on Legalstart.fr to undertake the creation of a SAS online

2. Has reserved the status of the SAS?

The SAS should also be good to create a company in solo (referred to as SASU - société par actions simplifiée private limited, with a sole partner) and in partnership with associates.

It even allows you to evolve the first solution to the second in all simplicity, since the passage of the SASU SAS is automatic when a second partner (or several) takes a share in the capital.

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A large number of start-ups choose this status because it offers a great freedom of organization and action, and to protect the founders at fundraising.

This is not therefore not a coincidence if this status is widely used in the sectors of internet and biotech that require significant capital.

3. The advantages of the SAS

• Flexibility and freedom. This are the shareholders who decide on the mode of operation and the distribution of power within the company. Contrary to what happens in other social forms, the prerogatives of an associate are not necessarily correlated to the share of capital it holds.

The law provides for only one requirement : the choice of a president, a representative of the SAS vis-à-vis third parties. The partners of SAS are free to define more precisely its powers, give him all the powers or, on the contrary, the adjunction of a collegial body of management, or even submit some decisions to the approval of such a partner. It is even possible to put in place a rotating direction, with alternation, every six or twelve months.

In terms of functioning, the associates do not have the obligation to hold general meetings, but some decisions must be taken collectively (in the general assembly or by any other means) : approval of accounts and distribution of profits, change of the registered capital, merger, demerger, transfer of shares, dissolution of the company, transformation of the company into another form of company...

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• Suitable for fund raising. The SAS is particularly adapted to the raising of funds, either from business angels or investment funds. In fact, it is possible to include in the articles of association of clauses protective of the founders who avoid losing power.

• Plan a social protector. The chief executive officer under the regime of the "assimilated workers", that is to say, that he benefits from the social security scheme and retirement of employees, in respect of its functions as manager, and this, regardless of the number of shares he holds in the company. It does not benefit from the unemployment insurance scheme. It may, however, both the functions of prépresident with a contract of employment relating to technical functions separate. But it will not be covered by the job center under this contract only if it is possible to establish a relationship of subordination between him and the company.

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• bonds declined in the SASU. The sole proprietor who holds the presidency of the benefits of rules of constitution and functioning lighter.

The insertion of a notice in the Bulletin officiel des annonces civiles and commerciales (Bodacc) performed by the clerk of the commercial court is no longer required when the registration of the company. On the other hand, the appointment of a director general or deputy director general shall be published.

The officer sole member is exempted from the requirement to establish a management report each year when the activity does not exceed at the close of a financial year, two of the three following thresholds :

• 1 million euros for the total of the balance sheet,

• 2 millions of euros for the revenue, excluding taxes,

• 20 people for the average number of employees permanent employees during the year. It is not required either to approve the company's financial statements, nor to mention on the records of the company, the receipt issued by the registry upon the filing of the annual accounts.

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4. The disadvantages of the SAS

• advice for the drafting of the articles of association. The freedom of organisation and operation of the SAS has a counterpart. It requires "hard-wire" the articles of association of the company, to avoid disagreements between the partners. The use of a specialist in the law is unavoidable and can add significant costs. A minimum of 3,000 euros for the preparation of a serious document.

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>> Status of a société par actions simplifiée

>> Status of a SASU

• Fee and the formalism of creation. As for the SA (société anonyme), the approaches and the costs associated with the formation of a SAS are heavy : the drafting of the articles of association, deposit of funds, advertising law, registration, registration at the registry of trade and companies... are all steps to comply.

READ ALSO >> comparative Table of the different types of status: SARL, SAS, SA

5. The SAS summary

Constitution of the company

1. Number of associates. One or several partners.

2. Amount of minimum registered capital. Freely set.

Rules of operation

3. Direction. The associated freely determine in the bylaws the rules of organization of the company. Only one obligation: to appoint a chairman, a natural person or a legal entity, a partner or not.

4. Decision-making. The associated.

5. Responsibility of the leaders. The partners and shareholders are liable only within the limit of their contributions.

tax and social

6. Regime corporate tax and taxation of benefits. The company is subject to corporate tax. Option for the IR as possible for the SAS under the age of 5 years, subject to certain conditions.

7. Compensation of the chief executive. the compensation of The chief executive officer is deductible from profits.

Read our complete file

The SAS, a société par actions simplifiée

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8. Social regime of the leader. The president is considered an employee.

The information in this article have been verified on 01/04/2019. VF