What is a SASU?
A société par actions simplifiée unipersonnelle (SASU ) is a commercial company with a single shareholder, who may be an individual or a legal entity. The SASU is the single-member form of the SAS.
As a legal entity, it has its own legal existence: it can sue and be sued, enter into contracts in its own name, and have assets and liabilities.
A SASU can carry on any type of business, with the exception of certain regulated activities such as tobacconists and insurance companies, as well as regulated liberal 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 advantages of SASU?
SASU offers many advantages:
- great operating flexibility;
- liability limited to the contributions of the sole shareholder;
- a choice of income tax regime (corporate income tax or personal income tax);
- a choice of dividend tax regime;
- a protective social regime for managers ;
- a simplified transition to SAS ;
- easier transmission.
No minimum share capital
SASU can be set up with a minimumshare capital of €1, making it accessible to entrepreneurs with limited resources.
The amount of share capital is freely determined by the sole shareholder. It can be made up of contributions in cash (sums of money), in kind (assets other than money) or in kind (skills or know-how).
High operating flexibility
Like the SAS, the SASU is particularly appreciated for its great operational flexibility. Indeed, the law grants the sole shareholder a certain amount of freedom in drafting the articles of association. They are therefore free to define the company's organizational and operating rules.
Since the SASU has only one partner, he or she alone takes the decisions entrusted to him or her in the Articles of Association. The SASU thus offers great flexibility in the management of the company, enabling the sole shareholder to make decisions quickly and easily.
Good to know : The law only provides for the compulsory appointment of a SASU Chairman, who must be named in the Articles of Association.
The great freedom of organization and operation enjoyed by the sole shareholder of a SASU is a major advantage of this legal status. Entrepreneurs can organize their company as they see fit, as long as they comply with the provisions of the law.
Liability limited to the contributions of the sole shareholder
The sole shareholder's liability is limited to the amount of his or her contribution to the SASU's share capital, thereby protecting his or her personal assets in the event of company debts.
The SASU's creditors will therefore not be able to seize its personal assets in the event of debts.
This principle also applies when the sole shareholder is the Chairman of the SASU, except in the case of mismanagement. In this case, his liability may be extended.
Choice of income tax regime (IR or IS)
The SASU benefits from an advantageous tax regime, offering a choice between corporation tax (IS) and income tax (IR).
In principle, a SASU is automatically subject to corporate income tax (IS). However, when you set up your company, you can override this rule by opting for income tax (IR) if several conditions are met:
- The SAS 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.
Please note, however, that the IR option is limited to 5 consecutive financial years.
Before making your choice, you need to consider which option is the most financially advantageous.
Choice of dividend tax regime
The sole shareholder of a SASU may opt to receive remuneration in the form of dividends. In this case, dividends received are not subject to social security contributions.
From a tax point of view, single shareholders who receive dividends benefit from an advantageous tax regime. Dividends are classified as income from movable assets, and are taxed at a flat rate of 30% (including 12.8% income tax and 17.2% social security contributions).
You can also choose to be taxed according to the progressive income tax scale(0 to 45%), if this option is more attractive from a tax point of view.
Social protection for managers
When remunerated as a corporate officer, the Chairman of a SASU enjoys "assimilé-salarié" status, i.e. is covered by the general social security system. This means that he or she is covered by the general social security system, with the exception of unemployment insurance.
The Chairman of an SAS has full social security cover :
- health and maternity insurance ;
- family allowances ;
- workers' compensation insurance ;
- basic and supplementary pension insurance ;
- provident insurance.
Lastly, you should be aware that no social security contributions are due in the absence of remuneration.
Simplified changeover from SASU to SAS
The sole shareholder of a SASU may wish to welcome new partners during the life of the company. However, multiple partners are only possible in a SAS.
This changeover from SASU to SAS does not constitute a transformation of the company, but an evolution within the same legal form, as the SASU is simply a SAS with a single shareholder. This change is fairly straightforward, offering the company the opportunity to grow and develop.
It is generally used in the following cases:
- or by an increase in share capital, with the entry of one or more new partners;
- or by a transfer of shares by the sole shareholder to one or more persons (future shareholders).
Changing from a SASU to a SAS may require updating the articles of association, if the original articles of association do not provide for the company to operate with several associates (particularly with regard to the way in which several associates can make decisions).
Good to know : The SAS is not limited by a maximum number of partners. It can therefore accommodate an unlimited number of partners, provided the Articles of Association allow it.
Easier transfer of a SASU
The sole shareholder can easily transfer his shares to his heirs or to a third party. As the sole shareholder, he or she does not need to obtain the agreement of the other partners to transfer the shares.
Share sales are subject to a 0.1% registration fee (payable by the purchaser).
What are the disadvantages of SASU?
Although SASU offers many advantages, you should not forget to consider its disadvantages when choosing your legal status.
Here are the main disadvantages of SASU:
- the complexity of drafting bylaws;
- more expensive social protection ;
- a structure ill-suited to family businesses ;
- the sometimes mandatory appointment of an auditor.
Complexity in drafting bylaws
The great freedom given to the sole shareholder in the operation of the SASU makes the drafting of the articles of association more complex. Indeed, the law does not provide much guidance on the organization and operation of SASU, which calls for great rigor and particular vigilance on the following points:
- omission of mandatory information from the articles of association (duration of the company, company name, corporate purpose, registered office, amount of share capital, etc.);
- the inclusion of illegal clauses.
To sum up, if you decide to set up a SASU, you need to draft your articles of association carefully , and make sure you leave nothing out. The omission of important elements or unclear drafting could lead to blockages in future decision-making.
When in doubt, it is advisable to entrust the drafting of the articles of association to a specialized professional.
More expensive social protection
One of the main disadvantages of the SASU is the high cost of social protection for its chairman. The chairman of a SASU is covered by the general social security system, and thus benefits from social protection similar to that of salaried employees.
In return, social security contributions are higher than those payable under the Sécurité sociale des indépendants (SSI) system.
Good to know: On average, social charges in SASU represent between 75% and 80% of the net remuneration paid to the Chairman.
Structure ill-suited to family businesses
The status of collaborating spouse does not apply to SASU, which can be a disadvantage for entrepreneurs wishing to set up a family business. This may be a disadvantage for entrepreneurs wishing to set up a family business, who may prefer to create an EURL (entreprise unipersonnelle à responsabilité limitée).
As a reminder, the status of "collaborating spouse" enables the spouse working in the company to benefit from social protection even if he or she is not remunerated.
Mandatory appointment of a statutory auditor in certain cases
In some cases, SASU requires the appointment of a statutory auditor (CAC), which represents an additional cost for the company.
The appointment of a statutory auditor is mandatory when two of the following three thresholds are exceeded :
- the SASU's balance sheet total exceeds 5 million euros;
- SASU sales exceed €10 million;
- SASU has more than 50 employees.
Advantages and disadvantages of a SASU: summary table
Here's a table summarizing the advantages and disadvantages of a SASU, to help you choose the right legal status:
Conclusion
The SASU legal form offers a number of advantages, including great flexibility in drafting the articles of association, and liability limited to the contributions of the sole shareholder. However, it does have a number of disadvantages, which are important to consider before choosing this status.
It's important to remember that the choice of legal form depends above all on the nature of your project and your development prospects.
