Our experts will guide you in your choice of domicile.
Our experts will guide you in your choice of domicile.
The Société par Actions Simplifiée Unipersonnelle (SASU ) is a legal form dedicated to individual entrepreneurs wishing to benefit from a flexible structure while limiting their financial liability.
Unlike a sole proprietorship, the creation of a SASU enables the separation of personal assets from those of the company, thus protecting the sole shareholder in the event of financial difficulties.
The SASU also offers great flexibility in terms of management and taxation. The sole shareholder can choose between income tax (IR) and corporation tax (IS), depending on his or her financial situation and objectives. This tax flexibility is a strategic advantage for optimizing the company's profitability and achieving long-term success.
Another major advantage of the SASU is its ability to attract investors. Although it has a single shareholder, it can easily evolve into an SAS (Société par Actions Simplifiée) if the capital is opened up to other shareholders. This makes it an attractive option for entrepreneurs wishing to develop their business while preserving their control over the company.
In addition domiciliation of a SASU is a crucial aspect of its creation. It determines not only the administrative address, but also the tax regime applicable to the SASU.
As a legal entity, the SASU enjoys legal autonomy distinct from that of thesole shareholder. This enables the company to take legal action in its own name, sign contracts, initiate legal proceedings, and so on. This legal entity also protects thesole shareholder in the event of financial difficulties, as liability is limited to the contributions made to the company.
Another major tax advantage is that management can choose the most advantageous tax regime. The sole shareholder can opt for corporation tax to benefit from a reduced rate of 15% on the first 42,500 euros of profits, or choose income tax to offset any losses against overall income. This enables effective tax optimization, particularly in the first few years of business.
From a legal standpoint, the SASU also offers great flexibility in the drafting of the articles of association, enabling the rules of governance and dividend distribution to be adapted to the specific needs of the sole shareholder. This legal flexibility enables personalized management of the company, while complying with legal obligations.
This simple, adaptable structure explains why the SASU is attracting more and more entrepreneurs in France. It is particularly well-suited to independent consultants, freelancers and start-ups seeking flexibility and legal protection.
To find out more, read our article on the advantages and disadvantages of SASU.
The Articles of Association are the legal and administrative foundation of any company in the form of a Société par Actions Simplifiée Unipersonnelle (SASU). By defining the internal operating rules, they guarantee clear, consistent governance, while protecting the rights of the sole shareholder.
Indeed, the Articles of Association determine the division of powers within the company, specifying in particular the duties and powers of the Chairman, as well as the decision-making procedures. This helps to avoid internal conflicts and secure the sole shareholder's control over the company.
From a tax and financial point of view, the Articles of Association also define the rules for managing share capital, including contributions in cash or in kind, as well as the conditions for dividend distribution. These provisions guarantee essential financial transparency for potential investors and business partners.
In addition, the Articles of Association govern the terms and conditions of share transfers, protecting the sole shareholder against hostile takeovers. This flexibility enables the SASU to adapt to strategic changes, such as opening up the capital to new shareholders.
Last but not least, precise and complete drafting of the articles of association minimizes the risk of legal disputes, while facilitating administrative procedures with the commercial court clerk's office.
In the event of modification (change of activity, registered office, etc.), the articles of association must be updated to comply with current legal requirements.
Well-drafted articles of association ensure that your SASU is managed smoothly and efficiently.
The essential clauses of the SASU articles of association form the legal and administrative foundation of the company. They must be precisely drafted and adapted to the company's specific needs, to guarantee clear and secure governance.
The Articles of Association of a SASU start with the identification and formation of the company. This section includes mandatory information such as the company name, registered office, term of the company and share capital.
The latter may be made up of contributions in cash (money) or in kind (tangible or intangible assets). The corresponding shares must be numbered and allocated to the sole shareholder.
Contributions in kind and in cash are key elements in the drafting of the articles of association. For more details on the question of contributions in a SASU, please consult this guide to contributions in a SASU.
The financial clauses of the articles of association must also detail the terms and conditions of profit distribution, defining the criteria for dividend distribution. This includes rules for exceptional dividend payouts in the event of exceptional financial results.
The legal implications of drafting the articles of association are also important to consider. Imprecise wording can lead to legal disputes, particularly in the event of disagreement over the transfer of shares or the distribution of profits.
To avoid these risks, it is advisable to clearly specify the rights and obligations of the sole shareholder, as well as the decision-making procedures at the Annual General Meeting.
Particular attention should be paid to non-competition and confidentiality clauses, especially if the SASU operates in a competitive sector. These clauses protect the company's know-how and prevent the detour of customers by former employees.
Finally, accounting procedures and statutory audit obligations must be clearly defined in the articles of association, particularly if the SASU reaches certain legal thresholds. This ensures financial transparency, while boosting the confidence of business partners and potential investors, thus contributing to the long-term success of the association.
It is also important to mention the management of the company in the articles of association, specifying the appointment of the president and the powers associated with this management. Management of the SASU may be assumed by thesole shareholder himself or by another person appointed to perform these functions.
The Articles of Association of a SASU start with the identification and formation of the company. This section includes mandatory information about the corporate name, which is the official name of the company, and the registered office, i.e. the main administrative address.
It's important to choose a distinctive name and check its availability with INPI.
In addition, the bylaws must specify the company's lifespan, generally set at 99 years, and the share capital. The latter may be made up of contributions in cash (money) or in kind (tangible or intangible assets). The corresponding shares must be numbered and allocated to the sole shareholder.
Le share capital represents the financial resources of the SASU and guarantees creditors in the event of financial difficulties. It can be made up of two types of contributions:
The shares corresponding to the share capital confer financial (dividends) and political (voting rights) rights on the sole shareholder. The bylaws also define the conditions for paying up the shares, i.e. the deadline and terms of payment of the outstanding capital.
The SASU is headed by a Chairman, who may be the sole shareholder or a third party. The Articles of Association set out the procedures for appointing and dismissing the Chairman, as well as the term of office.
The Chairman's powers are extensive, enabling him to act on behalf of the company in all day-to-day management decisions (signing contracts, hiring employees, etc.).
However, to protect the sole shareholder, the Articles of Association may limit certain powers, such as approval of the annual financial statements or merger and acquisition transactions.
Finally, the Articles of Association must specify whether or not the Chairman is remunerated, as well as the terms and conditions governing the holding of multiple offices (Chairman-associate). These provisions guarantee transparency in corporate governance.
SASU bylaws also govern the transfer of shares, particularly in the event of sale, gift or inheritance.
To prevent the entry of an unwanted shareholder, the articles of association may include approval or pre-emption clauses, enabling the sole shareholder to control the transfer of shares to a third party.
As far as financial rules are concerned, the company's bylaws define the terms and conditions governing the distribution of profits (dividends), the legal reserves to be built up, and the criteria for dividend distribution. This also includes rules for exceptional dividend payouts in the event of favorable financial results.
These essential clauses form the legal and administrative foundation of a SASU. They must be precisely drafted and adapted to the company's specific needs, to guarantee clear and secure governance.
One of the major advantages of SASU is the flexibility with which the articles of association can be drafted, enabling the operating rules to be adapted to the company's specific needs. It is essential to personalize certain clauses to reflect the operational reality of the business.
For example, a SASU in the consulting sector will require different clauses for managing share capital and distributing profits than a SASU dedicated to selling physical products.
By adapting the articles of association to the company's sector of activity, the sole shareholder can optimize taxation, secure in-kind contributions and guarantee efficient governance. This also includes the drafting of specific clauses such as non-competition clauses, confidentiality clauses, or pre-emption clauses to protect the company against unwanted share transfers.
To guarantee a tailor-made draft, it is advisable to call on the services of a chartered accountant or a lawyer specialized in corporate law. They can not only ensure that the articles of association are legally compliant, but also suggest strategic adjustments to maximize profitability and secure the company's management.
Drafting the articles of association of a SASU is a delicate stage, where certain errors can have significant legal and financial consequences. Among the most common errors are :
To avoid these pitfalls, it's crucial to reread the articles of association carefully before signing, and to ensure that all clauses are consistent and in line with the company's needs. Regular updating is also necessary to keep pace with legal and strategic developments.
By following these practical tips, the sole shareholder guarantees the legal security of his SASU while maximizing its operational flexibility.
When setting up a SASU, using a model bylaws saves time and ensures compliance with legal obligations. Several reliable sources offer both free and paid templates, tailored to the specific needs of each entrepreneur.
Websites specializing in business start-ups
Some platforms offer free templates, with practical advice on how to personalize them. They guarantee up-to-date legal compliance, which reduces the risk of refusal at registration.
Domiciliation services such as SeDomicilier also offer advice on drafting articles of association, particularly for entrepreneurs seeking administrative flexibility. SeDomicilier provides legal support for the creation of your SASU and can also take care of the administrative formalities.
Downloadable Word templates written by legal experts are also available online. Some include customization options according to business activity or share capital.
Using a free template has the advantage of reducing the cost of setting up a company. However, you should check that all mandatory clauses are present (company name, registered office, share capital, corporate purpose, etc.).
On the other hand, opting for tailor-made drafting by a lawyer or chartered accountant guarantees total personalization of the articles of association, adapted to the specific needs of the company and its business sector.
Finally, before finalizing the articles of association, it is advisable to reread each clause carefully to ensure their consistency and legal conformity.
The articles of association of a SASU are not set in stone, and must be updated to reflect any legal or strategic changes to the company.
Updating is mandatory in certain situations, notably in the event of a change in the company's name, modification of the registered office,increase or reduction in share capital, or change of corporate purpose.
Other situations may require amendments to the Articles of Association, such as transforming the SASU into a SAS to welcome new shareholders, or modifying the powers of the Chairman to better adapt to changes in the business.
In all cases, the decision must be taken by the sole shareholder and recorded in the minutes of the meeting.
The revision of bylaws follows a strict legal process:
Drawing up minutes
The sole shareholder draws up the minutes of the meeting, detailing the changes made to the bylaws.
Modification of the articles of association
Amendments are incorporated into an updated version of the Articles of Association, ensuring that all relevant clauses are corrected in a consistent manner.
Publication of a legal notice
An announcement must be published in a legal gazette, mentioning the modifications to the articles of association in order to inform third parties.
Filing with the commercial court clerk's office
The revised version of the articles of association, together with the minutes and the certificate of publication of the legal announcement, must be filed with the commercial court clerk's office for validation.
By following this procedure, the sole shareholder guarantees the legal conformity of his SASU and minimizes the risk of litigation.
Drafting the articles of association of a SASU is a crucial step in ensuring clear and secure governance.
By defining operating rules, the rights of the sole shareholder and the powers of the Chairman, the Articles of Association ensure efficient management while protecting the company's interests.
To succeed at this stage, it is essential to tailor the articles of association to the specific features of your business, while complying with legal requirements.
Using a free template can be an interesting starting point, but careful proofreading and, if necessary, assistance from a chartered accountant or specialist lawyer are still highly recommended.
By anticipating strategic developments and updating the articles of association accordingly, the sole shareholder secures his investment and optimizes the legal flexibility of his SASU.
