Simplified equity business (SAS): what you need to know
Verified 19 December 2023 - Directorate for Legal and Administrative Information (Prime Minister)
SAS is the social form most common in France. It offers a great flexibility This makes it a popular choice among entrepreneurs.
Simplified share business (SAS) is a commercial business that can exercise any type of activity, with the exception of certain regulated sectors (tobacco throughput, insurance, regulated professions).
His associates, at the minimum number of 2, may be natural persons (individuals) or legal persons (businesses, associations). The structure may include only one partner, this is a SASU.
The SAS is characterized by its great flexibility insofar as its members are free to determine, in the statutes, the modalities of its operation (decision-making, management bodies...) and to regulate the transmission of its securities (authorization clause, inalienability clause...).
Nevertheless, the great freedom offered to SAS's associates makes the complex drafting of statutes. It is recommended that these statutes be drafted by a specialist lawyer.
Please note
You are considering create SAS ? We explain how build a step-by-step business.
The amount of the share capital is freely determined by the partners (€1 minimum). The share capital may be constituted by contributions of cash (money) and/or nature (goods: equipment, vehicles, buildings, goodwill, patents...).
Alternatively, industrial inputs (know-how, specific work) or current account of a member, which are not included in the capital.
FYI
The partners are not financially responsible only to the extent of their contribution. Thus, the creditors of SAS cannot sue the partners on their personal assets.
From the time of creation, at least half of the cash contribution must be freed, i.e. paid into an account at the disposal of the business. The other half must be released within 5 years that follow registration.
Assessment of contributions in kind by a commissioner for contributions is mandatory when 2 conditions the following are combined:
- A contribution in kind has a value greater than €30,000,
- And the total value of the contributions represents more than half of the equity capital.
Please note
Unlike the public limited liability company (SA), SAS may not be listed on a stock exchange.
Management bodies
Every SAS must have a president which represents business to third parties. He is liable under civil law (in particular in case of mismanagement) and criminal law.
The powers of the President shall be determined by the members in the statutes. Thus, it can accumulate the power to administer and manage the business.
The members are free to set up other management bodies:
- Managing Director : one or more Directors-General may be appointed. A CEO can have full executive authority and the president can represent business to others (which cannot be taken away).
- Management and control committees : a supervisory committee to oversee the management of the President, or a management committee that will have the power to manage the business internally.
Decision-making
The law sets a minimum legal framework as regards the decision-making within SAS.
It is the partners who determine, during the drawing up of the statutes, the manner in which decisions will be taken in the business, whether by means of decision-making (written consultation, assembly, act), quorum, majority rules, etc.
Some decisions can be made by the leader alone (e.g.: transfer of registered office) while others should be taken collectively by partners (e.g.: capital increase, alteration of the objects of the company...).
Please note
In the case of a SASUNo, it's the single partner which takes all decisions for which a meeting is mandatory. It may not delegate the taking of such decisions to a third party.
Taxation of profits
The SAS falls within the scope of thebusiness tax (IS). As such, it carries out an annual income statement no 2065, within 3 months of the end of the financial year. However, if the financial year is closed on 31 December or if no financial year is closed in a year, the declaration shall be made at the latest on 2e working day following 1er May.
The amount of business tax (IS) is calculated from the results of the last completed fiscal year. The tax rate is 25% on the totality of that tax result.
Please note
One reduced rate 15% shall apply to small and medium-sized companies which have a duty-free turnover not exceeding €10 000 000 and whose capital is fully paid up and held for at least 75% by natural persons. This rate applies to the share of profits up to €42,500. Beyond that, the tax rate is 25%.
Taxation of the director
The remuneration which the President receives for his office shall be imposed on theincome tax (IR) in the category of salaries and wages.
A reduction of 10% or a deduction of the amount of the actual expenses (accommodation, meals, travel,...) of the director is made before the application of the tax.
Taxation of members
The partners perceive dividends that fall into the category of income from movable capital.
The dividends are automatically imposed on the flat-rate levy (PFU) of 30% of which 12.8% in respect of income tax and 17.2% social security contributions. Members may opt for taxation at the tax scale in income (0 to 45%).
From a social point of view, the president of SAS is assimilated employee and benefit from the social protection provided for by the general social security scheme.
The social contributions linked to the director and paid by the company are the same as those of an executive employee, except unemployment insurance. However, they may, if they so wish, take out additional unemployment insurance.
He is covered by sickness and maternity insurance, family allowances, insurance against accidents at work, basic pension insurance, supplementary pension insurance and pension insurance.
Please note
Since the manager is not entitled to unemployment insurance, he does not have to pay the unemployment insurance contribution.
In SAS, the dividends shall not be regarded as remuneration but as income from movable capital. The dividends are therefore not not subject to social security contributions. Thus, a partner manager paid exclusively in dividends does not contribute and does not no social protection.
Disposal of shares
In principle, the sale of shares in SAS is freeHowever, the law does not provide for any approval procedure.
However, the statutes of the business may include specific clauses to restrict divestiture opportunities:
- Accreditation clause —It allows share disposals to be submitted to the agreement of the members, unanimously or by a majority of them. The authorization clause may cover any type of assignment of shares, whether to the spouse, to a descendant or ascendant, to a partner, to a third party.
- Preemption clause : it offers the member in question a right of priority to redeem the shares that another partner intends to dispose of. Thus, the disposing partner is obliged to propose its shares to the receiving partner before any transfer.
- Inalienability clause : it prevents the disposal of shares for a period of 10 years maximum. Once the period has elapsed, the shares are no longer held in abeyance and can be disposed of freely.
Declaration of assignment
Assignment established by an act
Assignments of social rights established by an act shall be subject to the formality of registration within the period of 1 month from the date of the act.
The deed of assignment must be deposited on the spot or by post, in 2 copies and accompanied by the payment of fees (by check or transfer) to the department in charge of the registration of the domicile of one of the parties or of the residence of the notary if the assignment is made by notarial act.
Who shall I contact
Assignment not established by an act
Assignments of social rights which are not not established by an act must be declared within the 1 month from the date of transfer:
- or by means of the online service available on impots.gouv.fr in your professional area, under Actions > Assignments of social rights
Impots.gouv.fr professional space
- or by means of Form No 2759, to be filed with the registration department on which one of the parties is dependent.
Assignment of social rights not established by an act to be declared obligatorily (form No 2759)
Who shall I contact
Payment of the registration fee
The transfer of shares shall give rise to payment of a registration fee. The amount of this tax is 0.1% of the transfer price.
The rate changes to 5% for businesses with a predominance of real estate, that is to say, businesses in which more than half of the assets consist of immovable property not used for the purposes of their business.
Please note
The amount received by the tax authorities may not be less than €25.
LOCK | |||
|---|---|---|---|
Number of partners | Minimum 2 | 2 minimum (or 7 if listed on the stock exchange) | 2 to 100 |
Leader | President and CEO | Chairman + Board of Directors or Executive Board | Manager(s) |
Share capital | Free | €37,000 minimum | Free |
Allowed Inputs | Currency, nature and industry | Currency and nature only | Currency, nature and industry |
Release of cash contributions | At least 1/2 from creation | At least 1/2 from creation | At least 1/5 from creation |
Taxation of profits | Business tax (IS). Possible option for IR | Business tax (IS). Possible option for IR | Business tax (IS). Possible option for IR |
Social security of the director | Assimilated employee | Assimilated employee | TNS if majority management, treated as employee in other cases |
Corporate securities | Actions | Actions | Shares |
Eligible for trading on a regulated market | No | Yes | No |
Transmission of securities | Free (possible approval clause) | Free (possible approval clause) | Authorization of members |
Registration fees | 0.1% of the transfer price | 0.1% of the transfer price | 3% of the sale price after a reduction of €23,000 |
Who can help me?
The public service accompanying companies
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Scheme of the SAS (legislative part)
SAS regime (regulatory part)