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Limited Liability Individual Contractor (LPIA)

Verified 15 November 2019 - Directorate of Legal and Administrative Information (Prime Minister), Ministry of Justice

If you wish to engage in an individual professional activity (in your own name), you must declare whether you choose the EIRL or individual entrepreneur scheme. The EIRL's status allows, in the event of bankruptcy, to protect your personal property which is separated from your professional heritage.

The individual limited liability contractor (LPIA) scheme is intended for any entrepreneur engaged in a commercial, artisanal, agricultural or liberal activity (including if you are a micro-entrepreneur).

A company is not covered by this scheme.

The EIRL's statute allows, in the event of bankruptcy, to protect personal property separated from professional heritage.

You determine the income paid to personal wealth and not assigned to his professional activity. In case of difficulties for the company, the personal patrimony is protected, while being able to serve as pledge for personal claims.

Only the affected professional assets may be seized by the professional creditors.

You can benefit from:

  • Procedures relating to undertakings in difficulty (prevention of difficulties for undertakings, ad hoc mandate, conciliation, safeguard, judicial recovery and liquidation
  • The procedure of over-indebtedness of individuals with regard to your unaffected assets

But in the event of fraud or serious and repeated breaches of tax, social or accounting obligations, your personal liability is incurred. The sums due for your activity, which have not been paid because of this fraud or these failures, can therefore be recovered from personal assets.

FYI  

since may 23, 2019, the personal bankruptcy where you have used your professional property as if it were personal property is deleted.

Since May 23, 2019, you can create an EIRL without having any assets assigned solely to professional heritage. If a patrimony is used only for professional activity, failure to declare it does not result in the abolition of the EIRL status. You can also remove an asset from the affected estate to make it part of a personal estate.

You must declare the assets assigned to your professional activity in a simple declaration in the business register or in the business register.

The declaration of earning may include a mixed-use property (for example, a car used in a personal and professional capacity). It must be necessary or useful for the exercise of the activity. The registration of these assets is not mandatory.

If you are engaged in several distinct activities, you can create an allotment estate for each of them (a regime of plurality of affected heritages). However, an asset can only be included in the composition of one affected asset.

You can withdraw or assign a property after the building of the estate.

In the case of a common good or undivided (including real estate), the agreement of the spouse or coindian(s) is mandatory. A copy of the express agreement and prior information of spouse or codivist dated and signed must be filed with the Heritage Assignment Statement.

An individual entrepreneur who becomes an LPIA may use his or her last balance sheet as the opening balance sheet and the accounting values of the balance sheet in his or her declaration of the affected assets.

Assignment declaration cannot be used by creditors prior to the filing of the declaration to assert their rights.

Please note

since may 23, 2019, the obligation to have everything over €30,000 is deleted.

The Contractor must make an assignment declaration with mandatory particulars.

The option forEIRL: titleContent may be:

  • Either at the time of the declaration of activity (initial declaration of earning or taking over of an affected estate)
  • Altering an existing activity (modifying the asset allocation declaration)

The separation of assets has effects only on the creditors whose rights were born after the assignment declaration.

How do I make the statement?

The declaration must be made to the CFE: titleContent on which the EIRL depends according to the nature of its activity, by means of the following forms:

  • For a commercial, craft activity, including under the status of the micro-enterprise: P EIRL CM
  • For a natural person engaged in self-employed activity: P EIRL Tax
  • For a professional or commercial agent: P EIRL PL and AC
  • For a micro-entrepreneur engaged in a liberal activity: P EIRL micro-entrepreneur
  • For a farmer: P EIRL Agricultural

It is then filed with a special register of EIRLs.

If the affected assets are modified after the creation of the LPIA by the addition or removal of an asset, an amending declaration is required only if its value exceeds €30,000..

In the case of a common or undivided property (including real estate), the agreement of the spouse or co-partner(s) is compulsory. A copy of the express agreement and the prior information of the of the spouse or codivist dated and signed must be filed with the Heritage Assignment Statement.

Cost

Where the declaration is made at the same time as the application for registration in the RCS: titleContent (for a merchant), the trades directory (for a craftsman) or the special register of commercial agents (SFCR), only the registration fees in the legal advertising register are due.

However, if the declaration is filed later, during the life of the individual undertaking, a fee, including VAT, is due:

  • €42 for artisans or farmers
  • €50.95 for traders
  • €45.05 for commercial agents

In all cases, the filing of the declaration is payable (€50.68) for professionals and micro-entrepreneurs.

The professional assignment of a property (or part thereof) must be effected by notarial deed. This involves payment of notary fees, and publication at the land advertising office (in Alsace-Moselle, to the land book of the situation of the property).

Default tax regime

The income tax system, unique to individual entrepreneurs, is applied by default.

The profit realized is then taxable according to the rules applicable to the category of income corresponding to the nature of its activity: BIC, BNC, agricultural profits (BA).

The potential shortfall is charged to the contractor's overall income. If, despite the imputation, the aggregate income is not sufficient to purify the deficit, the surplus may be carried over to 5e year included.

FYI  

Membership in a Certified Management Center (CGA) avoids a 25% of taxable income.

Optional tax regime

The entrepreneur has the option of opting for the tax system of corporate tax (IS)..

Micro-enterprises are subject to income tax, but can choose IS if they opt for a real tax system. This choice is valid for 2 years.

The individual entrepreneur exercising the option must notify the tax department of the place of his principal place of business:

  • Before the end of 3e month of the financial year in which he wishes to be submitted to the IS, for LPIAs already in service at the time of application
  • Within 3 months of processing for individual contractors transformed into EIRL

The contractor's remuneration is deductible from the results and taxed on income tax.

FYI  

the LRA who chooses the IS may waive the IS scheme until 5e the fiscal year following the year in which it exercised its option.

The individual entrepreneur with limited liability (EIRL) is covered by the social scheme for self-employed workers (TNS) and contributes to social security for the self-employed.

The income taken into account in calculating social security contributions corresponds to the self-employed professional income (the company's profits).

The calculation varies depending on the tax system.

  • Income tax: social security contributions shall be calculated on the taxable profit of the undertaking (including contractor's remuneration). There are minimum contributions for sickness, maternity, daily allowances, retirement and invalidity-death insurance. Contributions are due even if the result is negative.
  • Corporation tax: social security contributions shall be calculated on the business income taken into account for the calculation of income tax, therefore on his remuneration.

The individual entrepreneur is not entitled to unemployment insurance.

FYI  

as with other self-employed workers, social benefits (including pension rights) depend on the contributions actually paid.

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