The EURL (sole proprietorship with limited liability) summary

The EURL (sole proprietorship with limited liability) allows you to create a business in solo, while enjoying the benefits of the form of social responsibility. A status reserved to the creators of solos ambitious.

The LIMITED liability company is a form of society such as the SARL, the SA or the SAS but it is made up of a single member (who may be the manager) and its operation is slightly more simple.

1. The EURL, what is it ?

As with any company, it requires a social capital of departure (minimum one euro) set by the designer depending on the size of the business and capital needs. It is also subject to a true accounting and the responsibility of the leader is limited to the amounts of their contributions for . Result, in the event of failure, the creditors can be paid off on the amount of initial capital put up, and not on his personal property.

be Careful, however, in the case of fault management (spending too large while the company is in deficit, negligence in the payment of insurance premiums, tax fraud, etc), its responsibility may be engaged on his personal property.

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tax,

1/ If the sole shareholder is a natural person, the social benefits come in the statement of income of the associate. If the income is from a business or craft activity, they fall under the category of industrial and commercial profits (BIC). If they are for the original employment, they will fall under non-commercial profits (BNC).

From January 2017 (Sapin law 2), the LIMITED liability company whose sole member is a natural person and leader of this company comes under the tax regime the micro-enterprise.

An option is possible for the corporate tax (IS). It can be exercised since the establishment of the company, with option to waive by the following (finance act 2019). This cancellation must be notified before the end of the month preceding the date of payment of the first instalment of IS.

2/ If the sole shareholder is a legal person, the company must be subject to corporate tax.

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

2. Has reserved the status of the EURL

It is for creators ambitious who want to create only , while benefiting from the credibility of a form of society, which reassures the different partners. The status of EURL is a good way to prepare for the future : on simple transfer of shares, it is possible to enter the capital of the new partners who will participate in the development of the company.

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It is the choice of many consultants that start solo and then, deciding to gain legitimacy with their clients and their colleagues, join in the transferor of the units.

3. The benefits of the EURL

• No confusion between the patrimonies, personal and professional. officer's responsibility is limited to the amounts of their contributions.

• A capital-releasable. The capital can consist of contributions in cash but also in-kind support : vehicle, local, computer hardware, customer... The cash contribution has a significant advantage : it can not be released, that is to say, paid into a bank account in specific, as for a fifth of the constitution of the company. This means that we can show a capital of 20000 euros in bringing that 4000 euros. The creator has five years to pay the balance.

• transmission facilitated. The company may be transmitted gradually to his children, by making a regular donation of shares, will not result in taxation. In the case of death, the sustainability of the company is not in question, since the corporation continues to exist in the hands of the heirs (in the LLC in this case). The managing partner of unique LIMITED liability company that wishes to transfer its shares and that it has exercised its activity for more than five years may be eligible for the scheme exemption of capital gains on disposals of securities to retirement.

• An evolution easy to the SARL-SAS. It is not necessary to dissolve the company, to create a new society. This evolution does not imply, as a mere formality, that the amendment of the articles of association.

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

• simplified formalities. When creating a LIMITED company headed by a sole partner, a model constitution is provided free of charge by the centre for business formalities (CFE) or by the registry of the commercial court receives the application for registration of the company. This model applies to office. The manager associated with a single individual is also exempt from certain accounting statements. It is not obliged to&comte;establish the management report each year when the activity does not exceed at the close of a financial year, two of the three following thresholds :

- 4 million euros for the total of the balance sheet,

- 8 million euros for the revenue, excluding taxes,

- 50 people for the average number of employees permanent employees during the year.

The manager associated with a single individual is also exempt from filing with the registry of the tribunal of commerce, a management report and to convene a general assembly to proceed to the approval of the accounts.

• The choice of the corporate income tax. This option can be useful in a view of tax optimisation, in particular for taxpayers taxed in the slices at the highest level. Since December 2018 (finance act 2019), the creators can waive this option early in the course of one of the first five years.

4. The disadvantages of the EURL

• A certain formalism. As for the creation of any company, a notice of constitution of the company must be published in a journal of legal announcements (about 150 euros). The choice of the EURL requires additional obligations, such as deposit accounts and an annual inventory. If the sole shareholder does not wish to ensure the management of the company and entrusts to a manager, he must also write a constitution that will define the powers of the manager and the terms and conditions of consultation of the partner. This decision often involves the intervention of a notary or a lawyer.

• limited protection. The principle of independence between private and professional wealth is a bit illusory-It is common for bankers to ask for the personal guarantee of the partner and sometimes even his spouse. In these cases, the heritage staff can be hired.

• reduced social protection. The manager sole shareholder may not be eligible for the employee regime, in contrast to leaders of other types of companies or managers, minority, and equality of SARL. It is necessarily subject to the regime of TNS (non-salaried workers), considered a less protective.

5. EURL: what to remember

the constitution of The company

1. Number of associates. A sole proprietor

2. Amount of minimum registered capital. Capital freely set. 20% of the funds must be paid to the creation, the rest in the following five years.

rules of operation

3. Direction. The manager (a natural person), which can be either a sole partner or a third party.

4. Decision-making. The manager. Its powers are however limited if it is not the only partner.

5. Responsibility of the leader. It is limited to contributions, except in civil and criminal liability in case of fault of management.

The tax and social

6. Regime corporate tax and taxation of benefits. the income Tax is in the category of industrial and commercial profits or non-commercial income (LIMITED to tax on the income), or in that of wages and salaries (LIMITED to tax on corporations).

Since January 1, 2017, the manager, sole partner of an EURL, the IR may choose the tax regime of the micro-enterprise.

7. Compensation of the chief executive. It is not deductible against the profits unless option to tax on companies or if the manager is a third party.

Read our complete file

EURL: what you need to know

Creation of a business: six criteria to choose the correct status COMPARISON TABLE. The five legal forms of business to the magnifying glass GRAPHIC. The legal status of the company

8. Social regime of the leader. If the manager is the sole member: plan for non-salaried workers.? If the manager is a third party: equated employee

This article has been updated to the 29/04/2019. VF