Simple Limited Partnership (SCS): What you need to know
Verified 19 December 2023 - Legal and Administrative Information Directorate (Prime Minister)
CBS is a complex and uncommon social form. Its organization of general partners and limited partners provides a clear division of roles that makes it a strategic choice for those seeking a balance between responsibility and investment.
The limited partnership (CBS) is a business business that stands out for its way of operating.
CBS includes 2 types of partners :
- General partners : “active” partners who manage the business, they have the merchant status.
- Sponsoring Partners : "Passive" shareholders who finance the business and oversee its management are investors. They participate in the internal life of the business through the general meetings and the Supervisory Board. On the other hand, it is forbids interference with external management business. For example, they cannot sign a contract with a supplier or get closer to a banker to obtain a loan.
A CBS must have at least 2 partners, of which 1 general partner and 1 general partner. Partners, both sponsored and sponsored, can be individuals physical (individuals) or persons moral (businesses).
CBS may exercise any type of activity, with the exception of certain regulated sectors (tobacco delivery, insurance, etc.).
Please note
You are considering create SCS ? We explain how build a step-by-step business.
Formation of share capital
The amount of the share capital is freely determined by the members (€1 minimum). The share capital may be constituted by contributions of cash (money) and contributions in nature (goods: equipment, vehicles, buildings, goodwill, patents, etc.).
There is no statutory requirement for the immediate release of shares in the CBS. It may be agreed in the Articles of Association that the shares shall be paid up as you go along the needs of the business.
Financial liability of members
The financial responsibility of the partners depends on their status:
- General partners : their responsibility is indefinite and joint and several. In other words, the creditors SCS may sue each general partner (or even a single general partner) on his or her personal assets to pay the full amount of a debt.
- Sponsoring Partners : their responsibility is limited in the amount of their contribution to the capital, they may not be sued on their personal assets.
Management bodies
All general partners are, in principle, managers. However, the articles of association may provide that management shall be entrusted to one or more general partners or to persons outside the business.
Where they are not designated in the articles of association, the manager(s) shall be appointed under the conditions of majority laid down by the statutes or, failing that, by unanimity.
The manager has the greatest powers to to act in all circumstances on behalf of the business (e.g. subscribing to professional insurance, sending of invitations to meetings, payment of social security contributions, etc.).
In dealing with third parties, the manager engages the business by acts forming part of the objects of the company. In other words, acts may be annulled if they go beyond the social purpose of the company.
Example :
An executive of SCS whose corporate purpose is Furnished rental for professional use will not commit the business if it carries out securities management activities.
Please note
The articles of association may make any act of the manager, from a certain amount for example, subject to the prior authorization of the general meeting.
The CBS may also include a supervisory board whose mission is to continuous management control business.
The organization of this council is optional (mandatory in the FAS). The members who set it up may specify in the statutes the composition, powers and responsibilities of the members of that board.
Decision-making
For ordinary deliberations (e.g. approval of accounts, allocation of results), decisions are taken in accordance with the procedures laid down by the statutes. However, the meeting of a meeting of all the partners is required, if it is requested either by a general partner or by a quarter in number and capital of the limited partners.
Furthermore, all amendment of the statutes must be decided with the agreement of all the limited partners and the majority (in number and capital) of the limited partners. Statutes may relax the legal conditions, for example by waiving double majority in number and capital for limited partners or by derogating from the unanimity rule for limited partners.
Please note
The unanimity of the partners is always required to change the nationality of the business.
As regards the tax regime of the CBS, it varies according to the partner's quality.
General partners
Each general partner is personally liable to theincome tax (IR) for the share of the social benefits corresponding to his rights in the business.
General partners of CBS who have opted for business Tax (SI) benefit from the lump sum deduction of 10% for business expenses.
Sponsoring Partners
The share of profits accruing to the limited partners shall be subject tobusiness tax (IS), and, where distributed, dividends shall, in addition, be submitted on behalf of each sponsor to theincome tax (IR).
Please note
This difference between general partner and general partner is deleted where the business opts for the capital businesses regime. The tax regime for general partners is then the same as that for limited partners.
The social security status of SCS partners depends on their status as general partner or sponsor:
- The partner general partner, whether or not he is a manager, is covered by the Self-employed persons (SFTs). It is attached to the social security scheme for the self-employed (SSI), which is part of the general social security scheme.
- The partner patron may be assimilated employee whether he/she has effective functions within the CBS. Like any employee, he or she will hold an employment contract and be covered by the general social security scheme.
Assignment of shares in the life of the partners
The disposals of shares limited partners and limited partners obey a different regime.
General partner shares
In principle, a transfer of shares in a general partner requires the consent of all partners (general partners and sponsors).
However, the articles of association may provide that a general partner may give up part of its shares a limited partner or third foreigner to the business with the consent of all limited partners and the majority in number and capital of the limited partners.
Limited partners' shares
In principle, a transfer of shares in a general partner requires the consent of all partners (general partners and sponsors).
However, the statutes may provide 2 relaxations :
- That the shares of the limited partners are freely transferable between partners
- That the shares of the limited partners may be transferred to third foreigners at the business with the consent of all the limited partners and the majority in number and capital of the limited partners.
The transfer of shares shall give rise to the payment of a registration fee to the tax administration.
This duty shall be fixed at 3% of the transfer price less one abatement equal to €23,000 and returned to percentage of the number of shares transferred in social capital.
Example :
You own 50 shares in a CBS, the capital of which is divided into 400 shares. You sell your shares for a value of €50,000.
The amount of registration fees payable by the purchaser is calculated as follows: Transfer price - (23,000 x Number of shares sold ÷ Total shares in the business) x 3%.
Applied to our example, this would result in: 50,000 - (23,000 × 50 ÷ 400) = 47,125 × 3% = €1,414 registration fees.
The rate changes to 5% for businesses with a predominance of real estate, i.e. businesses where more than half of the assets are made up of buildings not used for his professional purposes.
Registration fee cannot be less than €25.
Transfer of shares by death
The death of one of the general partners results in the dissolving of the business unless it is stipulated in the articles that the SCS continues with its heirs.
If the business continues, if the heirs of the general partner are miners, they become limited partners.
FYI
A minor, unless authorized by the judge to engage in commerce, may not be a general partner.
If the deceased partner was the only general partner and if the heirs are all unemancipated minors, one of the following 2 choices :
- Replacing the deceased partner with a new general partner
- Processing of the business within 1 year (the business is dissolved at the end of this period).
Please note
The death of a sponsor does not end the business. The statutes may provide for the admission of heirs.
SCS | SCA | |
|---|---|---|
Number of partners | Minimum 2 (1 general partner and 1 general partner) | Minimum 4 (1 general partner and 3 general partners) |
Governance | Manager(s) + Supervisory Board (optional) | Manager(s) + Supervisory Board |
Share capital | Free | €37,000 |
Release of cash contributions | No obligation | At least 1/2 from creation |
Taxation of profits |
| Business tax (IS). Possible option for IR |
Social security of the director | Self-employed person (SST) |
|
Corporate securities | Shares | Shares + Shares |
Transmission of securities | Unanimity of the partners |
|
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SNC regime (applicable to SCS)