You are an entrepreneur and your company is a SAS? Would you like to convert it into a SASU?
First of all, what do these two legal forms correspond to?
The SAS or Société par Actions Simplifiée is a legal form that is ultimately very similar to the SASU or Société par Actions Simplifiée Unipersonnelle. These are commercial companies with a high degree of flexibility in their operation and freedom of organization.
Liability in such companies is equivalent to the contributions of the various partners.
The real distinction between these two legal forms lies in the number of partners that make them up: the SAS has several partners, while the SASU has just one.
It remains to be seen whether the switch from SAS to SASU is worthwhile and whether it's easy to make.
To shed some light on these questions, today we focus on the transformation of a SAS into a SASU.
Such a transformation cannot be linked to tax considerations, since the two legal forms have relatively similar tax treatment.
There are three possible reasons for changing legal form:
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The desire to facilitate decision-making. Indeed, collective decision-making can quickly become difficult, due in particular to the need to convene full General Meetings for certain very specific decisions, such as the annual distribution of profits.
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The departure of one or more partners. Despite the departure of certain members, it is possible that one partner may wish to continue the adventure. In this case, it may be appropriate to convert to a SASU. In this case, the transformation must be decided at an "extraordinary" General Meeting.
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The death of one or more partners, leaving only one partner in charge. This implies that the partners have no heirs, or that the necessary approval has been refused.
In these three situations, it is often more attractive to convert the SAS into a SASU.
To change from one legal form to another, it is not necessary to carry out a company transformation procedure. No special report is required.
In spite of this, it is necessary to go through two stages: amending the articles of association and carrying out formalities at the registry office.
The modifications to be made to the articles of association will depend on the initial drafting of the articles: they will therefore be more or less cumbersome. It should be noted that the transition from one legal form to another will be greatly facilitated if it is provided for beforehand in the articles of association. On the other hand, if such a possibility is not mentioned in the articles of association, it is highly likely that the latter will be unsuitable for the SASU. It will then be necessary to amend a number of clauses. In addition, all modifications must be recorded in the minutes.
Finally, such a transformation also requires a number of formalities to be carried out at the clerk's office of the commercial court to which the company concerned belongs.
Several documents must be sent to him:
- A copy of the minutes relating to the modification of the articles of association
- A copy of the new articles of association, certified by the legal representative of the organization.
- Two copies of the CERFA M2 form for the "declaration of modification of a legal entity".
Once these steps have been completed, the SAS becomes a SASU! As your project develops, you can switch from one legal form to another.
Nevertheless, you need to know what formalities are required and how to go about them.
Written by our expert Quentin Moyon
October 24, 2018
