100 persons maximum (L 223-1 of the Commercial Code)
No minimum
Capital / Assets
Release of 20% of the contribution at incorporation (L 223-27 of the Commercial Code)
No minimum contribution
Release of 50% of the contribution at incorporation (L 225-3 of the Commercial Code)
No minimum contribution
Management
Prohibition of a legal person as manager (L 223-18 of the Commercial Code)
Authorisation of a legal entity manager
Securities
Register of decisions/meetings
Approval of transfers to third parties required
Transfer of shares: statutory amendment and transfer deed
Register of decisions / meetings and movements of securities
Approval according to the articles of association
Transfer of shares: movement order + Cerfa
Liability
Principle of liability of partners limited to the amount of their contributions
Principle of liability of partners limited to the amount of their contributions
Tax regime
SARL
SAS
Profits
IS unless option for partnership regime
If EURL with a natural person partner: IR unless option for IS
IS unless option for partnership regime
Sale of shares
Transfer of shares: 3% registration duty
Transfer of shares: 0.1% registration duty
Dividends
Majority manager or sole partner :
Principle :
Application of the flat-rate non-discharge levy (12.8%) + social security contributions paid by the company:
(1) 17.2% on the portion below 10% of the share capital
(2) On average 45% on the portion exceeding 10% of the share capital
Option: Progressive tax scale
Non-majority manager: Flat tax of 30% or progressive tax scale
Principle :
Flat tax of 30% (application of the 12.8% non-liberal flat-rate levy + 17.2% social security levy, the amount of which is paid by the partner)
Option: Progressive tax scale
Management remuneration
Manager (SARL with corporation tax)
Majority manager :
Remuneration taxed in the category provided for in article 62 of the CGI)
Non-majority manager :
Remuneration taxed, in principle, in the category of salaries and wages (IR)
Company :
Remuneration deductible from the company’s results
Director (SAS with corporation tax)
Remuneration for management functions: Taxed as salaries and wages (IR)
Company :
Remuneration deductible from the company’s results
Social security system
SARL
SAS
Social security system
Non-majority manager:
If he/she receives remuneration, then the employee regime is applied (general social security regime)
Majority manager: Social security for the self-employed (SSI) even if he does not receive remuneration
Chairman of SAS with remuneration :
General social security regime, status of assimilated employees
President of SAS without remuneration :
No scheme, coverage only if engaged in another activity.
Pension
Non-majority manager :
Mandatory supplementary pension scheme for employees (AGIRC-ARRCO)
Non-majority manager :
Self-employed persons’ scheme
Chairman of SAS with remuneration :
Supplementary pension scheme for employees (AGIRC-ARRCO)
Now you know a little but more about the SARL and the SAS, which one do you think you would set-up if you were coming to France ? Please get in touch if you’d like to explore either business structure [email protected]
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