Setting up a business means choosing your legal status. Entrepreneurs can choose between several solutions. These include the SASU and the EURL. SeDomicilier has put together a comprehensive guide to the differences between these two one-person companies.
When it comes to setting up a company, the SASU and EURL share the same requirements: drafting of articles of association, share capital, publication of an announcement in a legal gazette.
The sole managing partner of an EURL is assimilated to a non-salaried worker. Conversely, the sole managing partner of a SASU is a salaried employee.
Choosing an EURL allows the manager to benefit from higher remuneration. However, it also reduces their social security protection.
Opting for a SASU (simplified joint-stock company) provides higher social security protection, but at a higher cost to the company.
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TheEURL, or entreprise unipersonnelle à responsabilité limitée, is an excellent solution for launching your business without forming a partnership.
A definition of EURL
The EURL is governed by the same legal rules as the SARL, the limited liability company. There are no partners in an EURL. Business management is therefore simplified. The sole shareholder's financial liability is limited to the amount of his or her contributions.
EURL assets are separate from personal assets. This distinction protects the entrepreneur's personal assets in the event of claims or bankruptcy of the company. To fully understand the legal framework of this structure, it is useful to know its advantages and disadvantages. advantages and disadvantages of an EURL.
When creating an EURL, the amount of share capital is freely determined by the sole shareholder. It must be at least one euro. To reassure investors (banks, business angels, etc.), it is advisable to have share capital that can meet your company's start-up needs. As your business grows, you can bring new partners into the company by converting to a limited liability company (SARL).
When the sole shareholder of an EURL is an individual, the company's profits are subject to income tax (IR). In this case, EURL taxation depends on the tax regime. Profits must be declared according to the following categories:
If the sole shareholder is a legal entity, the EURL is automatically subject tocorporate income tax (IS). Since 2017, EURL founders can opt for the micro-business regime. To benefit from this, the sole partner must also be the manager of the EURL.
It is obliged to respect annual sales ceilings, excluding taxes (HT):
The manager's social security system
A sole shareholder acting as manager is covered by the social security system for the self-employed: Social security for the self-employed.
On the other hand, if the management of the company is carried out by another person, the manager is affiliated to the "assimilés salariés" scheme. He or she must be remunerated for his or her corporate mandate. In this case, he or she benefits from the same social protection as employees.
The sole shareholder of a SASU may bean individual or a legal entity. The SASU is appreciated for its administrative flexibility. The sole shareholder is free to draw up his or her own articles of association, determining the day-to-day organization and management of the company.
The share capital of a SASU is free. It must be at least one euro. It is made up of several elements:
cash contributions: money ;
contributions in kind: vehicles, goodwill, patents, equipment, etc;
industrial contributions: know-how, skills, etc.
When a SASU is registered, at least half of the share capital must be paid up in cash. The other half must be paid up within five years.
Like the EURL, the sole shareholder of an SASU is financially liable up to the amount of his or her contributions. Their personal assets are protected from creditors in the event of professional bankruptcy.
Governance of a SASU
A SASU must have a chairman: the sole shareholder or a third party. The Articles of Association provide information on the identity of the Chairman. The president is responsible for the day-to-day management of the SASU. In particular, he or she is responsible for
signing commercial contracts ;
hiring employees ;
banking operations ;
filing of accounts after the annual closing, etc.
If the sole shareholder is not the president of the SASU, he or she must obtain the approval of the Board of Directors for all acts binding on the company. The Chairman of a SASU is liable under civil and criminal law. In the event of mismanagement, he may be brought before the courts.
The sole shareholder may choose to appoint a managing director to assist in the day-to-day management of the SASU. In SAS, all decision-making powers are concentrated in the General Meeting of Shareholders.
The sole shareholder of a société par actions simplifiée unipersonnelle has all these powers. Decisions are taken unilaterally. These must be recorded in a dedicated register, stored at the SASU's registered office. This document must be kept for six years.
The SASU tax system
The tax status of a SASU changes according to the way it operates. By default, a société par actions simplifiée unipersonnelle is subject tocorporate income tax (IS). The amount of corporation tax is calculated on the basis of results for the last financial year.
The taxable income of a SASU is taxed at 25%. However, a reduced rate of 15% is applied in certain cases:
SMEs with sales of less than 10 million euros excluding VAT ;
SME with fully paid-up share capital, 3/4 of which is held by individuals.
The reduced rate applies to the portion of profits up to 42,500 euros. Above this bracket, the 25% tax rate applies.
A SASU may opt to payincome tax (impôt sur le revenu - IR). To do so, it must meet the following conditions:
Founded less than five years ago
Less than 50 employees
Annual sales of less than 10 million euros
At least 50% of voting rights held by one or more individuals
At least 34% of voting rights held by the Chairman, CEO, etc.
The income tax option is only available for five financial years.
Tax regime for sole shareholders and SASU chairmen
SeDomicilier explains in detail how the sole shareholder and the president of a SASU are taxed:
Social security for SASU managers
When the Chairman of a SASU is remunerated for his corporate mandate, he is associated with the status of assimilated employee. This means that they are covered by the general Social Security system. He receives the same social protection as executive employees. Social security contributions are deducted from their salary only. Dividends are not identified as a salary for the SASU chairman. This is not the case for EURL directors.
Formalities for creating an EURL or SASU
The formalities involved in setting up a company are important when launching your EURL or SASU business. It is essential to comply with them to obtain registration of your company.
Choosing a company name
The first step in setting up an EURL or SASU is to choose a company name. The corporate name appears on all your official documents. It makes you identifiable to the authorities, your customers and your service providers. It's part of your brand image and sets you apart from the competition.
Find your head office
The registered office is fundamental to the creation of a SASU or EURL. This is the administrative address for your company. It determines which tax and legal authorities are competent to deal with your business. Entrepreneurs can choose from several solutions for domiciling their registered office:
at the manager's home ;
in commercial premises;
with a business incubator ;
in a coworking space;
with a domiciliation company.
SeDomicilier invites you to discover the advantages of commercial domiciliation further down this guide.
Raising capital contributions
SASU and EURL companies are required to raise capital contributions before registering with the Guichet unique. Cash contributions must be deposited in a blocked current account with a bank or notary. A contribution auditor may be called in for in-kind and industrial contributions.
Drafting the company's articles of association
Drafting the articles of association is an essential stage in the launch of your EURL or SASU. The sole shareholder is free to draw up the articles of association alone. They organize the company's operations and contain mandatory information:
company form ;
trade name ;
the company's corporate purpose ;
registered office address ;
the length of the company's existence ;
the identity of contributors and the amount of share capital, etc.
Drafting company articles of association can be a complex process. In such cases, you may wish to engage the services of a lawyer or notary to assist you. Additional costs may be incurred. SeDomicilier's company creation + domiciliation package includes model articles of association for EURL and SASU.
Publish a legal notice
The process of publishing an announcement for the creation of your SASU or EURL enables you to communicate your intention to the public. It should be published in a legal gazette. This announcement sets out the essential characteristics of the company:
legal form ;
company name ;
corporate purpose ;
duration of existence ;
the amount of share capital ;
the name of the partner: chairman, managing director, general manager, etc.
To be accepted, your ad must be written in a precise manner. SeDomicilier can help you design your ad.
Since January 1, 2023, all businesses have been able to carry out their administrative formalities on the Guichet unique website. This is an online platform dedicated to formalities for setting up, modifying and closing your business.
The deployment of the Guichet unique (one-stop shop) has led to the introduction of the Registre national des entreprises (RNE). The RNE incorporates all the information already recorded in existing registers:
Trade and Companies Register (RCS);
Register of Trades and Crafts (RM);
the Agricultural Assets Register (RAA), etc.
It also includes Insee data. Your Guichet Unique file must include the following information:
a copy of the dated and signed articles of association;
a copy of the deed appointing the president of the SASU;
a copy of the statutory auditor's report, if the contributions in kind had to be valued ;
a copy of the document showing the address of your registered office;
a copy of the request to publish your ad in a legal gazette;
a certificate of deposit of share capital ;
a copy of your application for company registration (MO), dated and signed;
a photocopy of your identity card ;
an affidavit of non-conviction with a certificate of affiliation.
Once your application has been submitted to the Guichet unique, your Kbis certificate will be issued.
Discover SeDomicilier's comparative tables to understand the differences between SASU and EURL.
The main differences between EURL and SASU
The main differences between EURL and SASU managers
SeDomicilier draws up a comparison between EURL and SASU managers to help you make the right decision.
Is a statutory auditor required for SASU and EURL?
The articles of association of SASU and EURL do not oblige the manager to appoint a statutory auditor. Under certain conditions, however, SASU and EURL must request the intervention of this service provider:
SASU and EURL companies can domicile their registered office at the home of the manager or chairman. This solution reduces the cost of renting commercial premises. It does, however, have its drawbacks. In terms of brand image, this type of domiciliation represents a risk. A company's customers and service providers are sensitive to the location of its head office, which can be easily consulted via Google Etablissements.
To domicile your company's head office, you can opt to rent commercial premises. This is an excellent way to develop your brand image. However, you'll have to reckon with high operating costs:
rental and maintenance of premises ;
energy bills: water, electricity, gas ;
telephone and Internet bills, etc.
For managers wishing to launch their business with enhanced support, the business incubator is an interesting lever. They bring together entrepreneurs who are in the process of setting up a business. They benefit from synergies with professionals such as chartered accountants, lawyers and financial backers. However, incubator residency cannot exceed five years.
Thecoworking space enables entrepreneurs to share premises for their head office activities. Computer hardware and furniture resources are pooled. Reception facilities are kept to a minimum, and it remains complex to welcome your customers and service providers.
Commercial domiciliation for your SASU or EURL
To domicile the head office of your SASU or EURL, you can use the services of a domiciliation company. SeDomicilier offers prestigious addresses in the major districts of Paris and in France's main cities: Lille, Strasbourg, Lyon, Bordeaux, Toulouse, Montpellier, Marseille, etc.
A domiciliation company offers entrepreneurs two solutions for domiciling their head office:
a coworking space to work in synergy with other entrepreneurs ;
private offices equipped with office furniture.
Operating costs are shared: water, electricity, cleaning of premises, etc. Entrepreneurs benefit from access to computer equipment: printers, scanners, Internet connection, etc. Meeting rooms can be rented to organize meetings with your customers and colleagues, including remote meetings using audiovisual equipment.
A multitude of services are available to entrepreneurs:
Mail management: reception, scanning, forwarding.
Telephone answering and physical reception.
Personalized legal advice.
Your customers and service providers are particularly attentive to the address of your head office. Opting for a prestigious address allows you to develop your brand image.
To choose the best solution between EURL and SASU, you need to consider the development of your company over several years. Tax and social security regimes differ, but are adapted to the needs of entrepreneurs wishing to develop their business.
How do you register the head office of your SASU or EURL?
To domicile the head office of your SASU or EURL, a domiciliation company is a solution offering a wide range of customized services: mail and call management, rental of a private office or coworking space, legal advice, etc.
SASU and EURL: for which activities?
It's an excellent idea to set up your business as a single-member company (EURL or SASU). This solution is suitable for all company sizes. Both legal forms are compatible with all types of business. However, regulated professions exclude the use of the EURL or SASU. For example, the business of running a tobacconist's shop can only be run as an SNC (société en nom collectif).
What is a legal entity in SASU / EURL?
In EURL and SASU, the company becomes a legal entity as soon as it is registered. Legal personality gives the company its own assets. Where applicable, the company is liable for its debts. The assets of the company's director are thus protected, except in the event of mismanagement.
