Our experts will guide you in your choice of domicile.
Our experts will guide you in your choice of domicile.
So what are the practical steps to take? What formalities need to be completed? How do you modify the articles of association and update the company's registration? In this guide, we explain step-by-step how to transform an SASU into an SAS, the procedures to anticipate, the legal and tax impacts, and the key stages to follow to make this transition a success in complete security.
The transformation of a SASU into a SAS is often a logical step in the life of a company. The SASU, or Société par Actions Simplifiée Unipersonnelleenables entrepreneurs to start out on their own, benefiting from a flexible legal form. But when thesole shareholder wishes to add new partners, it is necessary to switch to the SAS.
In particular, this change of structure makes it possible to :
Moving from a SASU to a SAS offers great flexibility in terms of internal organization. Unlike other, more rigid structures, this simplified joint-stock company (société par actions simplifiée ) allows you to freely define operating rules: appointment of the managing director, decision-making conditions, approval clauses, etc.
In practice, converting from SASU to SAS is also part of a medium- or long-term growth strategy. By opening up the capital, you create a dynamic for collective development, particularly in the case of association with financial or operational partners. This approach can also reinforce the company's credibility in the eyes of banks and investors.
The move from a SASU to a SAS may also be motivated by patrimonial or family issues. For example, an entrepreneur may wish to associate his children or a spouse with his project. From an organizational point of view, it can also help to lighten certain responsibilities by delegating strategic functions. These reasons confirm that the transformation of a SASU into a SAS is often a natural and favorable evolution in the life of a SASU, regardless of its location.
💡 This change of legal form does, however, involve amending the articles of association and complying with certain administrative formalities. Whether you're looking to structure a team, attract investors or simply evolve your entrepreneurial project, switching from SASU to SAS can prove to be a powerful growth lever.
There are two main ways of transforming an SASU into an SAS: transferring shares or increasing share capital. These two solutions enable new partners to be brought into the company, a prerequisite for transforming a SASU into a SAS.
This type of transition also makes it easier to adapt the structure to the business, particularly when the entrepreneur initially hesitates between a SASU SASU or auto-entrepreneur status.
Thesole shareholder may sell some of his shares to one or more persons. Once a number of associates have been established, the company automatically loses its single-member status and becomes an SAS.
This transfer must be formalized by a written deed, registered with the company tax office (Service des Impôts des Entreprises - SIE). A registration fee of 0.1% of the amount transferred applies.
Another option is toincrease the company's capital by issuing new shares to new shareholders. This approach makes it possible to introduce new associates without transferring existing shares.
In this case, you need to amend the articles of association, update the register of share movements, and then complete the regulatory formalities.
💡 Regardless of the mechanism chosen, legal transformation requires an update of the articles of association, a publication of a legal announcement and the filing of an application with the clerk's office. These steps are essential to formalize the transformation of an SASU into an SAS and ensure the compliance of your société par actions simplifiée with official bodies.
The transition from SASU to SAS requires a number of administrative and legal steps. Here are the key steps to follow for a smooth transformation.
First of all, depending on the method chosen, a legal document must be drawn up:
These documents must specify the terms of the transformation and the new capital balance.
Thedeed of sale orcapital increase must be registered with the Service des Impôts des Entreprises (SIE). In the case of a transfer, registration fees apply.
The share register must be updated to reflect the new distribution of shares among associates.
Modifying the articles of association of a SASU is an essential step. Clauses relating to :
💡 Remember to include the new compulsory mentions linked to the SAS legal form.
It is compulsory to publish a legal announcement mentioning the change of legal form in an authorized legal gazette.
Finally, all supporting documents must be sent to the commercial court clerk's office to obtain an updated Kbis.
Converting a SASU into a SAS is more than just a change of structure: it also entails significant legal and tax consequences, which need to be carefully anticipated.
From a legal point of view, the changeover from asingle-person simplified joint stock company to a multi-person simplified joint stock company radically alters the way a company operates:
From a tax point of view, the legal form remains the same (SASU and SAS are both subject tocorporate income tax by default), but certain situations may generate capital gains on disposal or impact on the transfer of ownership. It is important to seek support to assess the precise consequences of changing legal form. A preliminary audit may prove useful, in particular to optimize the management of capital gains, the distribution of share capital or even the potential exemptions applicable when transforming a SASU into a SAS.
It is also useful to compare the tax impact of different types of transformation. For example, in a capital increase, the new contributions may modify the distribution of rights in the company without generating immediate capital gains. Conversely, a transfer of shares may result in higher income tax for the transferor, depending on the amount transferred and the applicable allowances. A careful reading of the tax context is essential before taking any action.
💡 In the event of a change in the distribution of share capital, it is essential to anticipate the effects on the personal tax regime of the old and new partners. Expert assistance can help you avoid any errors or unpleasant surprises in this transformation procedure.
Converting a SASU into a SAS necessarily involves amending the articles of association to take account of the new legal form and the plurality of associates. This step should not be taken lightly: well-drafted articles of association guarantee fluid governance and limit the risk of future conflicts.
Certain elements must be updated:
💡 The addition of a board of directors is not mandatory in a SAS, but can be integrated if the structure becomes more complex.
It is also a good idea to include clauses in the articles of association to govern the life of the company:
These elements ensure better anticipation of future events and secure the distribution of power within the company. A complete and rigorous update of the articles of association is therefore essential to effectively transform a SASU into a SAS.
Over and above the legal formalities, transforming a SASU into a SAS involves a series ofpractical and administrativeadjustments that should not be overlooked. For this change of legal form to be fully operational, it is essential to anticipate certain impacts on thecompany's internal and external organization, including in the case of domiciliation of the SASU at home which will require updating of official documents.
Updating the articles of association is not enough. You must also :
Banks, customers, suppliers and social organizations need to be informed of the transformation from SASU to SAS, as this may have an impact on contractual relations or authorizations. Clear, structured communication is therefore recommended.
The move to SAS also means the end of one-man management. So we need to think about how roles are to be allocated:
💡 This new organization sometimes means rethinking internal responsibilities, particularly if the SASU'ssole shareholder cedes some of his powers.
In short, anticipating these adjustments upstream will help to secure the transition and ensure that you enter the SAS with a clear, functional and aligned structure. It is also essential to fully understand the advantages and disadvantages of SAS in order to fully assess the implications of this transformation and adopt the best strategy.
In conclusion, transforming a SASU into a SAS is a structuring step in the life of a company. It opens up the capital to new partners and optimizes governance, but requires compliance with specific formalities: modification of the articles of association, administrative updates, tax registration, legal publication...
The success of such a change depends on good anticipation and rigorous execution. With reliable support like that offered by SeDomicilier, you can simplify every stage of your transformation and secure your company's evolution.
The right support can save you precious time every step of the way.
💡 SeDomicilier offers effective solutions to simplify the process of changing your legal form in complete security, particularly for the domiciliation of your SAS.
