What is a SASU?
What is an SASU? A SASU is a single-member simplified joint-stock company (société par actions simplifiée unipersonnelle) with a single shareholder. The sole shareholder may be an individual or a legal entity. This structure is a legal entity with its own legal existence. It can therefore take legal action, enter into contracts in its own name, and own assets.
A SASU can carry on any type of business, with the exception of certain regulated sectors such as tobacconists and insurance companies, as well as regulated professions subject to special status or whose title is protected (e.g. dental surgeons, nurses, doctors, lawyers, architects, chartered accountants, etc.).
Particularly appreciated for its operational flexibility, the SASU allows you to draw up your own articles of association, so that you can organize your company's operating rules as you see fit.
What are the prerequisites for setting up a SASU?
Certain rules must be respected to create a SASU.
Sole shareholder
The SASU can only be created by a single person, the sole shareholder, who may be an individual or a legal entity. If there is more than one shareholder, a SAS should be created.
In principle, the SASU (société par actions simplifiée unipersonnelle) follows the same rules as the SAS. It is simply the single-member form of the SAS.
Minimum share capital
The creation of a SASU does not require minimum capital. In other words, a SASU can be created with a minimum share capital of €1.
The amount of share capital must be specified in the SASU bylaws.
Depending on the decision of the sole shareholder, the share capital, divided into shares, may be fixed or variable. The following types of contribution are included in the share capital of a SASU:
- cash contributions ;
- contributions in kind.
Appointment of officers
Although SASU bylaws are free to set the terms and conditions for appointing the company's officers , there is one legal requirement: the appointment of a SASU Chairman (natural or legal person), who will be the company's legal representative. A Managing Director may also be appointed to assist the Chairman in his duties.
SASU managers may or may not be remunerated, depending on the terms defined in the articles of association.
Otherwise, the sole shareholder is free to organize the management of the SASU.
Decision-making in SASU
As the sole deliberator, the sole shareholder of a SASU makes unilateral decisions, unlike the shareholders of a SAS, who must convene an Extraordinary General Meeting (AGE) to deliberate. Thus, no quorum or majority requirements apply to a SASU.
Decisions taken by the sole shareholder to manage the business must be recorded in the register of sole shareholder decisions.
How do I set up an SASU?
There are a number of steps involved in setting up a SASU:
- Step 1: Draw up a market study and business plan;
- Step 2: Draw up the articles of association for the SASU ;
- Step 3: Register the SASU;
- Step 4: Setting up and depositing share capital with a bank ;
- Step 5: Publish a notice of creation in a medium authorized to receive legal announcements (SHAL);
- Step 6: Create and submit the registration file on the Guichet unique portal.
Step 1: Draw up a market study and business plan
Preparing your project is an essential step before setting up your own business. To do this, you need to carry out a market study and draw up a business plan.
Conducting market research
Market research helps you identify your target market's needs, as well as market trends. It also enables you to analyze your idea and assess its viability.
To carry out your market research, you need to analyze the main elements that make up your market, i.e. :
-
the offer: the product or service you are going to sell;
-
demand: the consumers who will buy your product or service;
-
the environment: identification of market trends, technologies used, competition in the market, applicable regulations, etc. ;
-
sales methods : distribution channels and sales strategy.
Finally, building a financial forecast is essential to the success of your project. It consists of 4 main parts :
- income statement ;
- balance sheet forecast ;
- financing plan ;
- cash flow budget.
Drawing up a business plan
The business plan is an essential document for convincing investors to finance your project. It enables you to assess your company's costs and revenues , while anticipating risks and opportunities. It is also essential for defining your commercial and operational strategy.
The business plan consists of 5 elements:
- your presentation pitch: this is the presentation of your business creation project - it enables you to convince your interviewer in just a few words;
- product or service presentation: this is a precise description of your product or service, which should be understandable to people who know nothing about your industry;
- the presentation of your business model (sales and marketing strategy): it sets out how you are going to sell your product or service - it must answer several questions, including :
- How will you promote and advertise your product or service?
- What rates would you like to apply?
- What distribution channels will you use (internet, professional networks, stores, etc.)?
- How will you maintain your relationship with your customers to build loyalty?
- your market research summary: this summarizes the main elements of your market research (supply, demand, environment and sales method);
- the summary of your financial forecast The financial forecast (or provisional budget) is the last part of your market study - your company's budget must be built for the following periods next 3 yearsby quantifying :
- your expenses, i.e. the necessary expenditure ;
- your revenues, i.e. your sales ;
- your financing needs ;
- fluctuations in your business and the market.
Step 2: draw up the articles of association for the SASU
Drafting the articles of association is an essential step in the creation of your company. It is the Articles of Association that will lay down the rules governing the operation and organization of your SASU.
Statutory freedom
The SASU is a legal form in which statutory freedom is most important. In fact, the sole shareholder is free to determine theorganization and operation of the company in the Articles of Association.
However, the great freedom offered to the sole shareholder can make drafting the articles of association a complex task. Indeed, if the sole shareholder drafts the SASU's articles of association alone, he or she must be vigilant. If they are poorly drafted or too imprecise, the bylaws could lead to legal consequences, such as dissolution of the company or nullity of certain clauses.
In practice, therefore, it is advisable to call on the services of a specialist lawyer to draw up the articles of association for your SASU. This will guarantee the security and reliability of your information, while benefiting from legal expertise in the drafting of your Articles of Association.
Mandatory information
When drafting the articles of association of a SASU, the sole shareholder must take care to include certain mandatory information, in particular :
-
legal form (SASU) ;
- company name ;
-
Head office;
- corporate purpose ;
- the life of the company, limited to 99 years;
- the amount of share capital ;
- the characteristics of the contributions (deposit of funds for cash contributions and valuation of contributions in kind);
- the identity of the Chairman of the SASU (surname, first name and date of birth)...
If your situation changes (e.g., you transfer your registered office), it's important to update the information in your SASU articles of association. These changes must be declared online, on the Guichet unique website.
Step 3: Registering the SASU
Domiciliation is an essential step in the creation of an SASU. It is a legal obligation to choose a registered office address for your company. This address determines the nationality of the company and the legal rules applicable to it.
It can also be used to define the destination address for your company's mail and all its legal documents (quotations, invoices, contracts, etc.).
You have several options for choosing the registered office of your SASU:
- domiciliation in your own home;
- in commercial premises;
- in a coworking space;
- in a business incubator ;
- with a domiciliation company.
The choice of location is of great importance, as it reflects theimage of your company in the eyes of investors, prospects and/or customers. Moreover, domiciliation companies often offer prestigious addresses, which is an asset for entrepreneurs wishing to raise their profile.
The advantage of using the services of a domiciliation company is that you can separate your head office address from your actual place of business.
Using the services of a domiciliation company, such as SeDomicilier, allows you to benefit from a prestigious address. All you have to do is choose an address from among those on offer, select the options you need (mail scanning, forwarding, switchboard, administrative and legal assistance, meeting room rental, etc.) and sign your domiciliation contract directly online.
Step 4: Setting up and depositing share capital with a bank
The share capital represents the resources allocated to the SASU from the outset. By law, there is no minimum share capital: it can be set at anything from 1 euro to several thousand euros.
The amount of share capital is therefore freely determined by the sole shareholder (minimum €1).
There are 3 types of input:
-
cash contributions: sum of money ;
-
in-kind contributions: assets other than cash, such as goodwill, computer hardware, etc. ;
-
contributions in kind : technical skills or know-how. They are not included in the share capital.
Once the share capital has been built up, you must deposit it in an escrow account with a bank.
In return for opening the account, the bank will give you a certificate of deposit of funds, which you should keep carefully, as it is essential for registering your SASU.
Good to know : When you set up your company, you are legally obliged to open a business bank account to separate your business income from your personal assets.
Step 5: Publish a notice of creation in a medium authorized to publish legal notices
The next step is to publish a legal announcement to inform third parties of the creation of your company. This is a mandatory step.
The legal representative of the SASU is required to publish a notice of formation in a medium authorized to receive legal announcements in the département where the SAS head office is located. This may be either a journal d'annonces légales (JAL) or an online press service (SPEL).
The legal announcement for the creation of your SASU must include certain information, in particular:
- company name ;
- company acronym ;
- its corporate purpose and duration;
- its legal form (SASU);
- the amount of share capital ;
- the address of its registered office;
- identification of the statutory auditor, if any...
After publication, you will receive a certificate of publication in a legal gazette. It is essential to keep this document, as it will enable you to carry out other formalities, such as registering your SASU.
Step 6: Submit the registration file on the Guichet unique portal
Once all the preliminary steps have been completed, it's time to compile and submit your registration file on the Guichet unique portal. This is the final stage in declaring your company's existence.
The application for registration is made directly online, on the Guichet unique des formalités d'entreprises website, managed by INPI. The Guichet unique is a secure portal through which all companies are required to declare their creation, changes to their situation, cessation of activities and filing of annual accounts.
To create a SASU, you need to select the "Legal entity" section at the start of the formality.
The registration file for your SASU must include several documents, in particular:
- a sworn statement of non-conviction and filiation ;
- a copy of both sides of the sole shareholder's ID (ID card or passport);
- a copy of proof of commercial premises (e.g. commercial lease) or of the domiciliation contract (if using the services of a domiciliation company) or proof of address less than 3 months old (e.g. EDF bill or rent receipt) if domiciled at the home of the legal representative;
- a copy of the company's articles of association ;
- certificate of deposit of funds ;
- certificate of publication in a legal gazette;
- where applicable, the supporting documents required to carry out an activity requiring an authorization application.
Once your company has been registered, you will be provided with a number ofidentification details:
-
Two unique identification numbers :
- the SIREN number identifying your SASU ;
- the SIRET number identifying the establishment where the activity is carried out.
- an APE activity code corresponding to the main business activity.
How much does it cost to set up a SASU?
The creation of a SASU requires certain costs. The cost of formalities for setting up a SASU varies according to the type of company and the nature of the business.
It also depends onregistration with the various registries (Registre du commerce et des sociétés, Répertoire des métiers, etc.), the need to appoint a contribution auditor, and the cost of depositing share capital.
Here are the main costs to expect:
- SASU registration fees: €35.59 ;
- The cost of publishing a legal announcement (for flat-rate pricing): €141 in mainland France and certain overseas departments (Guadeloupe, Martinique, French Guiana, Saint-Barthélemy, Saint-Martin and Wallis-et-Futuna) and €165 in Reunion Island and Mayotte;
- Beneficial owner declaration fee: €20.34.
Optional fees may be added if you decide to use a specialist lawyer to draw up the articles of association for your SASU. Depending on the complexity of the task, professional advice (lawyer, notary, etc.) can cost up to €2,500.
There are also fees for the contribution auditor, which can amount to up to €3,000. As a reminder, the role of the contributions auditor is to assess the value of the contributions in kind, i.e. the value of the assets contributed by the associates to the company.
All in all, if you want to set up a SASU, you'll need to budget between €225 and €5,000.
What are the advantages of a SASU?
Creating an SASU gives you a number of advantages:
- operating flexibility ;
- no minimum share capital ;
- limited liability of the sole shareholder ;
- protective social regime for the Chairman of a SASU ;
- ease of integrating new associates ;
- advantageous tax regime.
Flexible operation
Particularly appreciated for its operating flexibility, the SASU allows you to draw up your own articles of association and organize your company's rules of organization and operation.
The sole shareholder is therefore free to organize the company as he or she sees fit. The law only stipulates the mandatory appointment of a SASU president, who will be the company's legal representative.
No minimum share capital
The creation of a SASU does not require a minimum share capital, which means that it can be set up with a minimum capital of €1.
The amount of share capital is therefore freely determined by the sole shareholder.
Limited liability of the sole shareholder
In SASU, the liability of the sole shareholder is limited to the amount of his or her capital contributions. In other words, they are only liable for the company's debts up to the amount of their capital contributions.
His entire personal assets are therefore protected from the company's creditors , provided he does not commit any mismanagement.
Social security protection for the Chairman of a SASU
SASU chairmen who decide to be remunerated are "assimilated employees", i.e. they are covered by the general social security system. They benefit from the same advantageous social protection as salaried employees, with the exception of unemployment insurance.
The chairman of a SASU has full social security cover :
- health and maternity insurance ;
- family allowances ;
- workers' compensation insurance ;
- basic pension insurance ;
- supplementary pension and provident insurance.
In the absence of remuneration, no social security contributions are due.
Easy integration of new associates
Even if the sole shareholder starts out on his own, the SASU may grow and integrate new partners into the company.
This change transforms the SASU (a single-person company with a single shareholder) into a SAS (a multi-person company with at least 2 shareholders).
New associates can be brought on board:
- or by an increase in share capital;
- or by selling shares.
New partners can be added without having to amend the Articles of Association. It should also be noted that an SAS can have an unlimited number of associates, provided this is permitted by the Articles of Association.
Advantageous tax system
Last but not least, the SASU benefits from an advantageous tax regime in terms of choice of tax regime (IR or IS) and taxation of dividends.
Choice of tax regime (corporate or personal income tax)
By choosing SASU, you have the choice between corporation tax (IS) and income tax (IR).
In principle, the profits of a SASU are subject to corporate income tax (IS). However, when you set up your company, you can opt to pay income tax (impôt sur le revenu - IR) for 5 consecutive financial years, if several conditions are met:
- The SASU must have been created less than 5 years ago;
- it must have fewer than 50 employees;
- annual sales of less than 10 million euros;
- it must not be listed on the stock exchange.
Advantageous dividend tax regime
The Chairman and sole shareholder of a SASU may opt to receive remuneration in the form of dividends. In this case, he is not liable for social security contributions on his dividends.
What's more, the dividends we receive are tax-advantaged. They are taxed at a flat rate of 30%(12.8% income tax and 17.2% social security contributions).
The sole shareholder of a SASU can also opt to be taxed at the income tax rate (0-45%), if this option is more advantageous.
Conclusion
Are you planning to set up a SASU? Don't neglect a single step! The formalities involved in setting up a SASU are often complex and stressful, especially when it comes to drafting the articles of association. Don't hesitate to call on a legal professional to help you through the process.
