What is an SAS?
The SAS is a particularly popular legal form, thanks to its great operational flexibility. Normally made up of at least 2 partners, it can also be created by a single partner, in the form of a SASU.
Characteristics of SAS
The SAS is a legal form with many features. This legal form, which must have at least two partners, can be created with a minimum share capital of just €1 .
Particularly appreciated for its great flexibility, the SAS allows you to draw up your own articles of association, letting you organize your company's operating rules as you see fit.
What's more, the liability of SAS shareholders is limited to the amount of their capital contributions. In the event of debt, each partner is liable only to the extent of his or her share in the company's capital.
Differences between a SAS and a SASU
With SASU, you can go it alone in entrepreneurship, while enjoying all the advantages of SAS. The SASU is simply the single-member form of the SAS, meaning that it has only one shareholder.
In principle, a SASU (société par actions simplifiée unipersonnelle) follows the same rules as an SAS. They therefore have many points in common:
- operating flexibility ;
- limited liability of partners / sole partner ;
- choice of tax regime (corporate or personal income tax) ;
- social protection for managers ;
- possibility of appointing one or more managing directors.
But what if the sole shareholder subsequently wishes to add new partners? It is possible to transform a SASU into a SAS by opening up the company's capital, if this has been provided for in the articles of association. On the other hand, if no such provision has been made in the Articles of Association, a modification of the Articles of Association will be necessary.
This change can take place in two different ways:
- a transfer of shares ;
- an increase in share capital.
The distinctive feature of the SAS statute is its great operational flexibility. In fact, legislation does little to regulate the operation of an SAS, leaving the partners a great deal of freedom in drafting the company's Articles of Association. When drafting the Articles of Association, the partners are free to set the rules governing the organization and operation of the company:
- how decisions are taken within the SAS, whether in terms of the decision-making process (written consultation, meeting) or voting rules (quorum, majority);
- share transfer procedures : shareholders may include clauses in the bylaws to govern the transfer of shares within the company (approval clause, pre-emption clause, inalienability clause, exclusion clause, etc.);
- management procedures: the only legal requirement is the appointment of a Chairman of the SAS, who will be the company's legal representative. He may be assisted in his duties by one or more managing directors.
SAS status: advantages and disadvantages
SAS status offers many advantages:
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freedom of organization and operation: the great freedom of organization and operation enjoyed by associates of the SAS is a major advantage of this legal form - business founders can organize their company as they see fit, subject to compliance with the provisions laid down by law;
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no minimum share capital : the law imposes no minimum share capital for an SAS, which means that an SAS can be created with a minimum share capital of €1 - the amount of share capital is made up of contributions in cash (a sum of money) or in kind (goods other than a sum of money) - contributions in kind (skills or know-how) are not included in the composition of share capital;
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easy integration of new associates: new associates can be integrated either through a capital increase or a share transfer - one of the main advantages of the SAS is its ability to integrate new associates, without having to amend the articles of association;
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unlimited number of associates: an unlimited number of associates can be added to the company's articles of association;
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Protective social security regime: the director of an SAS is affiliated to the general social security regime: he or she benefits from comprehensive social security coverage, similar to that of conventional employees;
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advantageous tax regime: you can choose between income tax (IR) or corporation tax (IS) - associates can choose to be remunerated in the form of dividends;
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limited liability of associates: associates are only liable for debts up to the amount of their contributions to the company's share capital - in the event of debts, creditors cannot seize assets belonging to associates.
Even though the SAS has many advantages, you should not forget to consider its disadvantages when choosing your legal status:
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complexity in drafting the bylaws : the absence of a legal framework and the flexibility enjoyed by SAS partners in drafting the bylaws can lead to complexities - certain errors, such as omitting a mandatory statement in the bylaws, inserting illegal clauses or forgetting a clause necessary for its proper functioning, can lead to blockages in future decision-making;
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high social security charges : the manager of an SAS benefits from a protective social security system, but in return, social security charges are higher (75% to 80% of net remuneration);
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A structure that is ill-suited to family projects: unlike the SARL, the SAS does not offer the protective status of collaborating spouse;
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inability to be listed on the stock exchange: an SAS cannot be listed on the stock exchange, unlike a société anonyme (SA), which can be a hindrance if you wish to raise funds on the financial markets.
Drafting the articles of association of a simplified joint stock company (SAS) is a mandatory step before creating your company. Even if the partners are free to draw up their own articles of association, they must not forget to include certain mandatory details.
Freedom to draft bylaws
Associates benefit from a high degree of flexibility in drafting their articles of association. They can choose how the company is to be managed, how the Chairman is to be appointed and dismissed, and how decisions are to be taken by the partners. This gives them considerable flexibility in the organization and operation of the company.
This freedom can be a double-edged sword since the drafting of bylaws requires the utmost rigor, as the slightest error can lead to blockages in future decision-making .
It is therefore advisable to enlist the help of a legal professional to draw up the articles of association for your SAS.
Mandatory information
Even if the wording of the articles of association is free, certain information must be included in them, in particular :
- legal form (SAS) ;
- company name ;
- registered office address;
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corporate purpose;
- the life of the company (maximum 99 years);
- the amount of share capital ;
- distribution of share capital ;
- the characteristics of the contributions (deposit of funds for cash contributions and valuation of contributions in kind);
- decision-making procedures: decision-making mode (written consultation, meeting) or voting rules (quorum, majority), etc...
In addition, the Articles of Association must be signed by all SAS partners.
To set up an SAS, a number of formalities must be complied with before final registration. Here are the main stages:
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Domiciliation for SAS Domiciliation: the legal obligation to choose an address for the company's registered office - the legal representative's home, a business incubator, commercial premises or a domiciliation company;
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Establishing and depositing the share capital with a bank: once the share capital has been established, it must be deposited in a blocked account with a banking institution - the amount of capital, the minimum of which is set at 1 euro, is freely determined by the associates;
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Publish a notice of incorporation in a legal gazette (JAL): obligation to publish a notice of incorporation in a medium authorized to receive legal announcements (SHAL) to inform third parties of the company's existence - a copy of the legal announcement is then sent to the company's director;
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Declaration of beneficial owners: declaration of individuals who control the company - the declaration of beneficial owners must be made by the company's representative (often the Chairman of a SAS) on the Guichet unique website;
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Preparing and submitting the registration file: online application for registration on the Guichet unique portal to declare the company's existence.
Once your registration is complete, you will be issued with a number ofidentification documents:
- your SIREN number and your SIRET number ;
- your APE activity code (main business activity).
Finally, to domicile your SAS, you can use the services of a domiciliation company like SeDomicilier. When you choose our services, you benefit from a prestigious address for your company, and all procedures are 100% online!
How is an SAS taxed?
The SAS is fiscally advantageous, allowing you to choose between income tax (IR) or corporation tax (IS). What's more, associates can choose to be remunerated in the form of dividends.
Choice of tax regime: corporate income tax or personal income tax?
In principle, profits generated by an SAS are subject tocorporation tax (IS). However, when you set up your company, you can opt forincome tax (IR), for a maximum period of 5 years, 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.
You can also appoint an external auditor to ensure your company's accounting transparency.
Dividend taxation
SAS shareholders may receive remuneration in the form of dividends, which are not subject to social security contributions.
These dividends are considered as income from movable capital and are subject to the 30% flat-rate withholding tax (PFU ) (12.8% income tax and 17.2% social security contributions).
They can also choose to be taxed according to the progressive income tax scale, with rates ranging from 0 to 45%.
What is the social security system in SAS?
In an SAS, the Chairman is considered as an "assimilé-salarié", which means that he or she is affiliated to the general social security system. He or she benefits from full social protection, similar to that of conventional employees (sickness-maternity insurance, family allowances, work accident insurance, basic pension insurance, supplementary pension insurance and provident insurance), with the exception of unemployment insurance.
In the absence of remuneration, no social security contributions are due.
In addition, dividends received by the Chairman of an SAS are not considered as remuneration, and are therefore not subject to social security contributions. This means that if you choose to be remunerated solely in the form of dividends, you pay no social security contributions. On the other hand, you do not benefit from any social security protection.
Summary table of SAS characteristics
The SAS is a flexible legal form, appreciated by entrepreneurs who wish to define their own operating and organizational rules. Before choosing this status, it is essential to define your project needs and fully understand the advantages and disadvantages of the SAS.
