How do you set up an SAS?

Why set up an SAS?

The SAS is a simplified joint-stock company, which must haveat least two partners.

Setting up an SAS allows you to benefit from the many advantages it offers. Particularly appreciated for its operational flexibility, the SAS allows you to draw up your own articles of association and organize your company's operating rules.

And that's not all. The creation of an SAS enables company directors to benefit from advantageous social protection. SAS directors are considered to be on the same footing as salaried employees, and as such are covered by the general social security system for salaried employees.

What's more, from a tax point of view, you can choose between income tax (IR) or corporation tax (IS), and appoint an external auditor to guarantee the accounting and financial transparency of your accounts.

Lastly, under a SAS, the liability of shareholders is limited to the amount of their capital contributions. In other words, if you incur debts, you are only liable up to the amount of your contribution to the company's share capital.

What are the prerequisites for creating an SAS?

There are no special requirements for creating an SAS. There are, however, a number of rules that must be observed when setting up a SAS.

Minimum number of partners

To set up an SAS, you need at least two partners, who may be individuals (entrepreneurs) or legal entities (companies). There is no maximum number of partners.

The SASU can also be created on the initiative of a single person: the sole shareholder. This is known as a "société par actions simplifiée unipersonnelle" (SASU), and in principle follows the same rules as the SAS. This is the single-member form of the SAS.

Minimum share capital

What's more, there is no minimum share capital required to create an SAS.

In other words, an SAS can be created with a minimum share capital of €1. The amount of share capital is freely determined by the partners.

Appointment of officers

Even if the articles of association of a simplified joint stock company are free to set the terms and conditions for appointing the company's officers , there is one legal obligation: the compulsory appointment of a chairman of a simplified joint stock company (an individual or a legal entity), who will be the company's legal representative. The Chairman may be assisted in his duties by one or more Managing Directors.

Otherwise, the partners are free to organize the management of the SAS. When they draw up the articles of association, they determine how decisions are to be taken within the SAS, whether in terms of decision-making (written consultation, meeting) or voting rules (quorum, majority).

What are the formalities involved in setting up an SAS? 

There are several steps to setting up an SAS:

• Drawing up the articles of association of the SAS ;
• Name the manager(s) ;
• Registered office of the SAS;
• Establish and deposit share capital with a bank;
• Publish a notice of creation in a legal gazette (JAL);
• Declaring beneficial owners ;
• Create and submit the registration file on the Guichet unique portal.

Drafting by-laws

Drafting the articles of association is an essential stage in the creation of your company. The Articles of Association will set out the rules governing the operation and organization of your SAS. The Articles of Association can be drawn up by a notary (acte authentique) or by the shareholders (acte sous seing privé).

Statutory freedom

The SAS is a legal form in which statutory freedom is most important. In fact, partners enjoy considerable freedom in drawing up and drafting their articles of association.

In particular, they decide how the company is to be managed, how the Chairman is to be appointed and dismissed, and how decisions are to be taken within the SAS. The law requires only that the Chairman of the SAS be appointed as the company's legal representative.

This means that associates are free to organize the company as they see fit. They therefore benefit from a high degree of flexibility in the organizationand operation of the company, subject to compliance with the provisions laid down by law.

However, this freedom can be complex to grasp , since drafting the articles of association requires a great deal of rigor and technical expertise. So, if the partners draw up the articles of association on their own, they need to be vigilant. Poorly drafted or too imprecise, the articles of association could lead to blockages in future decision-making.

In practice, therefore, it is advisable to call on a legal professional to draw up the articles of association of your SAS.

Mandatory information

When drafting the articles of association of a SAS, the partners must include certain mandatory information, in particular :

• legal form ;
• company name ;
• Head office ;
• corporate purpose ;
• the life of the company (maximum 99 years);
• the amount of share capital ;
• breakdown of share capital (number of shares, form of shares) ;
• the characteristics of the contributions (deposit of funds for cash contributions and valuation of contributions in kind);
• the identity of the Chairman and partners signing the articles of association;
• decision-making procedures: decision-making method (written consultation, meeting) or voting rules (quorum, majority);
• if applicable, the identity of the statutory auditors...

All shareholders must sign the articles of association and retain a copy of the document.

Appointment of manager(s)

The creation of an SAS requires the appointment of one or more directors to manage the company. This appointment is made either when the articles of association are drafted, or in a separate deed before the articles of association are drafted.

SAS registered office

Domiciliation is a key stage in the creation of a company. It is a legal obligation to choose a registered office address for your company. This address, both administrative and fiscal, defines the nationality of the company and thus the legal rules applicable to it.

There are several ways to set the registered office of an SAS:

• the address of its legal representative ;
• business incubator ;
• commercial premises ;
• the services of a domiciliation company, etc.

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 for your company. All you have to do is select an address from those on offer, choose the options you need (mail scanning, forwarding, switchboard, administrative and legal assistance, meeting room rental, etc.) and sign your domiciliation contract directly online.

Setting up and depositing share capital with a bank

The share capital is the company's own resources , which are allocated to the SAS as soon as it is created. Since the law imposes no minimum share capital, the amount of share capital can range from 1 euro to several thousand euros.

The amount of share capital is therefore freely determined by the partners. It can be made up of contributions in cash (a sum of money) or in kind (goods other than money). It is even possible to make industrial contributions (skills or know-how).

Once the share capital has been built up, you must deposit it in a blocked account with a banking institution.

Each partner then holds shares according to their contribution to the share capital.

Publication of a notice of creation in a legal gazette (JAL)

As with any company, the creation of an SAS must be brought to the attention of the public. Consequently, the legal representative of the SAS is obliged to publish a notice of creation in a medium authorized to receive legal announcements (SHAL) in the département where the registered office of the SAS is located. This may be either a journal d'annonces légales (JAL) or an online press service (SPEL).

The purpose of this publicity is toinform third parties of your company's existence. This must be done after signing the articles of association and before applying for registration.

The legal notice for the creation of your SAS must include the following information:

• company name ;
• company acronym ;
• its corporate purpose and duration;
• its legal form (SAS) ;
• the amount of share capital
• the address of its registered office;
• the name(s) of the manager(s) ;
• the company's register ;
• conditions of admission to shareholders' meetings ;
• conditions for exercising voting rights ;
• identification of the statutory auditor, if applicable;
• the conditions for transferring SAS shares.

After publication, a certificate of publication or a copy of the legal announcement is sent to the company director.

These documents must be kept, as they will enable you to carry out other formalities, such as registering your SAS.

Declaration of beneficial owners

Setting up a company involves declaring the natural person(s) who control(s) your company. These are known as the beneficial owners. Any changes concerning them must be declared at any time during the life of your company.

By definition, a beneficial owner is an individualwho meets one of the following conditions:

• it holds, directly or indirectly, more than 25% of the company's capital or voting rights;
• it has the power to control the company by any means (for example, it can appoint or dismiss members of the management bodies).

Regarding the declaration procedure, beneficial owners must be declared at any time during the life of your company: at the time of its creation and each time the beneficial owners change.

Declaration when the SAS is created

The declaration of beneficial owners when the SAS is created must be made by the company's representative (the Chairman of the SAS), on the Guichet unique des formalités des entreprises website.

This document must list the following information:

• about the company:

  • its corporate name ;
  • its legal form ;
  • the address of its registered office;
  • its SIREN number.

• for each beneficial owner:

  • first and last name ;
  • date and place of birth ;
  • nationality ;
  • home address ;
  • the terms and extent of control exercised over the company;
  • the date on which he became the company's beneficial owner.

This information is then listed online, in the register of beneficial owners (RBE).

Amending declaration

Each time there is a change in the beneficial owners, a request for an amended registration must be made.

Beneficial owners who experience a change in their situation have 30 days from the date of the change to request an amended registration.

This request must also be made by the SAS representative, online via the guichet des formalités des entreprises website.

Preparing and submitting your registration file

SAS registration is the final step in declaring the existence of your company. Since January 1, 2023, registration applications have been made directly online, on the Guichet unique des formalités d'entreprises website, managed by INPI. This portal replaces the various business formalities centers (CFE) that previously existed: chambers of commerce and industry (CCI), chamber of trades and crafts (CMA), etc.

Please note: The Guichet unique des formalités d'entreprises is a secure portal through which all companies are required to declare their creation, changes to their situation, the cessation of their activities and the filing of their annual accounts. To set up an SAS, you need to select the "Legal entity" section at the start of the formalities.

To compile your registration file, you must enclose several documents, including :

• a sworn statement of non-conviction and filiation ;
• A copy of both sides of the manager's valid 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 articles of association initialled, dated and signed by the associates;
• certificate of deposit of funds ;
• certificate of publication in a legal gazette;
• a list of subscribers, showing the number of shares subscribed and the amounts paid by each;
• a copy of the deed of appointment of the director(s);
• where applicable, the supporting documents required to carry out an activity requiring an authorization application.

Once your company has been registered, you will be issued with a number ofidentifiers:

• 2 unique identification numbers :
  • the SIREN number identifying your SAS ;
  • the SIRET number identifying the establishment where the activity is carried out.
• an APE activity code (main business activity).

How much does it cost to set up an SAS?

Setting up an SAS is not free, and you need to factor in a number of costs. Some of the fixed costs involved in setting up an SAS include

• Visit registration fees (they vary according to the nature of your business):
  • if you run a commercial business: the registration fee is €38.13;
  • if you run a craft business: the registration fee is €45.
• The cost of publishing a legal announcement (for flat-rate pricing): €197 in mainland France and certain overseas departments (Guadeloupe, Martinique, French Guiana, Saint-Barthélemy Saint-Martin and Wallis-et-Futuna) and €231 in Reunion Island and Mayotte.
• Beneficial owner declaration fee: €20.

To find out all you need to know about current rates, visit the Guichet unique des formalités d'entreprises website.

Optional fees may be added if you decide to use a legal professional or chartered accountant to carry out certain formalities, such as drafting the articles of association for your SAS. 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.

Overall, the cost of setting up an SAS varies between €255 and €5,000.

Finally, you should be aware that it takes around 1 to 2 weeks from the time the application is drawn up to final registration of the SAS. Depending on the complexity of your project, additional steps may extend this time. 

Conclusion

Are you planning to set up an SAS? Don't overlook a single step! Setting up an SAS can be complex, especially when it comes to drafting the articles of association. Don't hesitate to ask a professional to help you with all the formalities involved in setting up an SAS.