Single person simplified share business (SASU): what you need to know
Verified 19 December 2023 - Directorate for Legal and Administrative Information (Prime Minister)
SASU is a social form with a great flexibility. It is a great success with people who wish to starting entrepreneurship on your own.
The single-person simplified share business (SASU) is a business business equivalent to the LOCK but with only one sole partner. That single member may be a natural person (an individual) or a legal person (a business, an association).
The SASU may exercise any type of activity, with the exception of certain regulated sectors (tobacco throughput, insurance, regulated professions).
This social form has a great flexibility in so far as the sole member is free to determine, in the statutes, the organization and management of the company.
Nevertheless, the great freedom offered to SASU's sole partner makes the complex drafting of statutes. It is recommended that these statutes be drafted by a specialist lawyer.
Please note
You are considering Create SASU ? We explain how build a step-by-step business.
The amount of the share capital is freely determined by the single partner (€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 sole partner is not financially responsible only to the extent of its contribution. Thus, the creditors of the SASU may not pursue him on his personal property.
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 company (SA), the SASU may not be listed on a stock exchange.
Management bodies
Every SAS must have a president which represents business to third parties (suppliers, customers, administrations).
The President is appointed in the statutes, which may be the single partner himself or of a third party. In the event of a change of President, the statutes must be amended.
Internally, the president handles the day-to-day management business. Thus, he can conclude all the acts necessary for the activity (e.g. signing contracts with customers or suppliers, hiring employees, carrying out banking operations, etc.).
Please note
If he is not chairman, the sole member may limit some of the latter’s shares in the articles of association and to submit for its approval the most engaging acts.
At the end of the financial year, the President shall to submit the annual accounts at the registry of the commercial court, after their approval by the sole member.
The president is civil servant (in particular in the event of mismanagement) and criminal law.
In addition, it is possible to appoint a managing director and a Deputy Managing Director. Their appointment must be notified to the Registry of the Commercial Court and published in the Bodacc: titleContent. It must also be the subject of an opinion in a legal listing support.
Decision-making
In the SASU, all the powers usually vested in the shareholders’ meeting in the SAS belong to thesole partner pronounced in the form of unilateral decisions. There are no rules to be applied with regard to calling, voting or quorum.
On the other hand, each decision must be recorded on a special register held at the registered office. It is recommended that this register be registered and initialed by the judge of the commercial court, by the judge of the judicial court, or by the mayor or deputy mayor of the commune of the registered office.
It is possible to keep this register electronically if identified, numbered and dated at the time of its establishment by means of ensuring its authenticity. However, this must be provided for in the statutes of the business.
The information entered in the register must be kept for 6 years.
In case of poor record keeping (for example, a page is missing), decisions made by the single partner can be canceled at the request of a person directly concerned by those decisions.
Transition from SASU to SAS
The switch from SASU to SAS is not a transformation of the company. It is the same legal form, as the SASU is a SAS with only one partner.
That change can happen in the following cases :
- Increase in share capital with the entry of one or more new partners
- Transfer of its shares (some or all) by the single member of several persons
- Death of the sole partner and division of his actions among several persons.
The transition from SASU to SAS implies a updating or even recasting the statutes if the original statutes do not provide for the operation of the business with several members (e.g. decision-making procedures).
Please note
On the other hand, there are no tax consequences.
Taxation of profits
The SASU falls under the EU schemebusiness 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 single partner
The single partner may receive dividends that fall into the category of income from movable capital.
Dividends are automatically taxed at the flat-rate levy (PFU) of 30% of which 12.8% income tax and 17.2% social security contributions. The partner may opt for taxation at the tax scale in income (0 to 45%).
Taxation of the President
The remuneration which the President receives for his office shall be imposed on theincome tax (IR) in the category of wages and salaries.
A reduction of 10% or a deduction from the amount of the actual expenses (accommodation, meals, travel, etc.) of the director is applied before taxation.
The President of the SASU shall enjoy the status ofassimilated employee where he is remunerated in accordance with his social mandate. Thus, he is affiliated to the general social security scheme and enjoys the same social protection as the management employees.
During the creation phase, the SASU President can collect its ARE allocations and continue to to benefit from the Acre if he does not receive any remuneration from the company he heads (as part of his corporate mandate).
In SASU, the dividends shall not be regarded as remuneration but as income from movable capital. Thus, dividends are not not subject to social security contributions and does not affect the amount of its allowances.
Warning
A partner paid exclusively in dividends does not contribute and therefore does not benefit no social protection.
Conversely, in EURL, the amount of dividends received by the manager is subject to social contributions and taken into account in the calculation of his or her AER allowances.
The single partner may to pass on his shares to his heirs or to a third party without difficulty. As the only partner on board, he does not need to obtain the approval of other partners to transmit his securities.
Disposals of shares are subject to taxation (registration fees) of 0.1% at the expense of the purchaser.
Please note
When the single partner does not transmit only part of its shares to enter a new partner, SASU goes SAS.
SASU and EURL are the two social forms with only one partner. However, there are differences between them.
SASU | ||
|---|---|---|
Number of partners | 1 | 1 |
Leader | President + other possible leaders (e.g. Director General) | Manager (natural person required) |
Share capital | Free | Free |
Release of cash contributions | At least 1/2 from creation | At least 1/5 from creation |
Taxation of profits | Business tax (IS). Possible option for IR | Income tax (IR). Possible option for SI |
Social security of the director | Assimilated employee | Self-employed person (SST) |
Corporate securities | Actions | Shares |
Registration fees | 0.1% of the transfer price | 3% of the sale price after a reduction of €23,000 |
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SASU regime (legislative part)
SASU regime (regulatory part)