When it comes to setting up a new business, every entrepreneur is faced with the question of which status to adopt. Micro-entreprise, SARL, EURL or SASU, a wide range of options are available. This choice is often not an easy one for beginners wishing to set up their own business. Today, we turn the spotlight on SASU (Société par Actions Simplifiée Unipersonnelle) and EURL (Entreprise Unipersonnelle à Responsabilité Limitée), which are regularly chosen by entrepreneurs. While it's impossible for us to tell you exactly which status you should choose, we can explain the key differences between the EURL and the SASU to help you make the right decision.
Whether you opt for a SASU or an EURL, you are choosing a single-member company form. With this type of company, you can carry out almost any activity, although there are a few prohibitions to bear in mind.
Certain regulated activities are not compatible with the EURL or SASU. If you opt for an EURL or SASU, you won 't be able to operate as a tobacconist. In the same way, an SASU will make it impossible for you to work as an entertainer.
Both statutes enable you to launch a business of any size.
Let's move on to the subject that can quickly frighten any entrepreneur: administration!
The formalities involved in setting up a business are one of the key points to consider.
Company name
The SASU has its own creation procedure with precise formalities. To start your business with this status, you must first identify your company by choosing a corporate name. Give careful thought to this name, as it will appear on all your documents and help identify you among your competitors.
Head office
Once you've decided on the name of your SASU, you'll need to decide on the location of your registered office. There are many possibilities, including renting or buying premises, in your own home or through a commercial domiciliation company.
Inputs
The next essential step in setting up your SASU is to make contributions. These can be in cash, in kind or in industry, and will form the share capital of your structure.
Drafting by-laws
Now we come to the obligatory stage for any SASU: drafting the articles of association. These by-laws can be drawn up by a lawyer or by yourself. If you opt to draft them yourself, to avoid additional costs, you'll find a large number of models online to inspire you. As SASU gives its partners freedom to draw up their own articles of association, it is nevertheless advisable to opt for the services of a lawyer.
Publication in the Journal d'Annonces Légales
Following these actions, the next month you'll need to draw up and sign the articles of association, and publish an announcement in a Journal d'Annonces Légales. The aim is to officially inform third parties of the creation of your SASU.
Finally, all you have to do is send your business start-up file to the appropriateCFE(Centre des Formalités d'Entreprises) , or to the clerk's office of the commercial court.
This file must include :
- A copy of the signed and dated 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 are to be valued
- A copy of the document showing your registered office
- A copy of the request for publication of your SASU creation notice
- Proof of share capital deposit
- A copy of your application for company registration (MO), dated and signed
- Photocopy of an identity document
- The president must draw up a sworn statement of non-conviction, together with a certificate of affiliation.
The CFE will issue you with a receipt when you submit this file, and the clerk will then register your company with the RCS (Registre du Commerce et des Sociétés), issuing you with a Kbis extract.
And now your SASU is finally up and running!
More or less similar to SASU, focus on the formalities for creating an EURL
Like the SASU, when you set up an EURL, you must draw up the company's articles of association. This is simpler and less costly than for an SASU, and you can do it yourself using the templates provided by the CFE. If you do not name the managing director in the articles of association, you will have no choice but to appoint him or her by means of minutes.
As with the SASU, you will then need to estimate the contributions in kind. And this is where the statutory auditor comes in! If you are making cash contributions, you will need to make a deposit into a dedicated account. Once this has been done, the SASU articles of association can be finalized and signed.
Another point of similarity with the SASU is that a notice of incorporation must be published in a legal gazette. This will be followed by a sworn statement of non-conviction by the managing director. It is also essential to complete a declaration of incorporation (form MO).
Once all these steps have been completed, all you have to do is send your registration file to the Registrar's Office.
This file must contain all the following information:
- An original copy of the EURL articles of association, dated and signed
- A copy of the deed appointing the president of the EURL (unless already designated in the articles of association)
- A copy of the document showing your registered office
- A copy of the request for publication of your EURL creation notice
- Proof of share capital deposit
- A copy of your application for company registration (MO), dated and signed
- Photocopy of an identity document
- Payment of court fees
Your EURL is now up and running!
Whether you're a EURL or a SASU, once you've registered, your company will have legal personality. This means that your company will have its own name and assets. The fact that the partner has sole and limited liability means that the company is responsible for its own debts.
This aspect also provides the structure with the possibility of legal liability, to enable it to answer for its actions.
These two statutes do not require the services of a statutory auditor.
However, in some cases you won't have a choice.
For EURLs, a statutory auditor must be appointed if your balance sheet exceeds €1,550,000, if your sales (excluding VAT) exceed €3,100,000, or if your company has more than 50 employees.
A SASU (simplified joint stock company), on the other hand, requires a statutory auditor if the company's balance sheet exceeds €1,000,000, if sales (excluding VAT) exceed €2,000,000, or if it employs more than 20 people.
For example, you are more likely to call in a statutory auditor with a SASU, because of its lower appointment thresholds than the EURL.
Despite their similarities, SASU and EURL have some notable differences
The manager
First of all, with regard to the manager, while the EURL requires a sole managing partner, the SASU requires a sole shareholder president. In terms of opening up capital, the EURL limits the number of associates to 100, whereas the SASU allows its capital to be opened up to an unlimited number of associates.
Bylaws
Secondly, one of the major advantages of the SASU is the ability to form free articles of association, whereas those of the EURL must be governed by law. The SASU also has the advantage of being able to evolve to a greater extent than an EURL. However, if you opt for an SASU, the cost of a chartered accountant will be 20% higher than for an EURL, which is not a negligible point.
Social security system
In terms of social security, the EURL is subject to the RSI system, which levies 15.5% tax on dividends, whereas the SASU is affiliated to the general system. However, the advantage of the EURL lies in its social security contributions, which amount to 47% of the manager's remuneration, compared with 7% for the SASU. So, in the absence of remuneration, an EURL will have an estimated social security contribution of €1,100, while a SASU will be exempt from all contributions.
It's important to take these differences into account, as they can weigh heavily in your final choice.
It all depends on your business, your future development and the budget you want to devote to it. Weigh up the pros and cons of each.
To sum up, both the EURL and the SASU offer their own advantages and limitations. So it's vital to think carefully about your business today, while also considering how it might evolve in the future.
Whether it's a question of costs, formalities or the social aspect, your thoughts will mature with a view to opting for the legal form best suited to your structure.
Just a few more steps, and you're just one step away from setting up your company!
