SAS: why is this a status often chosen?

The SAS (Simplified Joint Stock Company) is a legal form often adopted today. It lends itself perfectly to business creation projects between two or more partners. If the SAS is highly acclaimed, it is because of its specific characteristics, the protection it offers to associates and the many advantages. If you want to start a business, this article presents many reasons for choosing the Simplified Joint Stock Company as a legal form.

SAS status: definition and main characteristics

As its name suggests, the SAS is a form of joint stock company. This legal form was designed as an alternative to the public limited company, which has a rather complex mode of operation.

In an SAS, the partners can themselves define the operating rules of the company, which result from an agreement between them. As you will have understood, the SAS lends itself to entrepreneurs who wish to create a joint-stock company (SA), without undergoing the heaviness of it. In addition, the SAS status has the particularity of being endowed with a protective regime, since the liability of the partners is limited to the amount of their capital contributions (as in an LLC). In fact, the SAS is a legal person, so endowed with a personality and a heritage distinct from those of its creators. Better, you can create an SAS with a symbolic share capital of 1 euro.

However, given that the share capital is the basis of guarantees for SAS creditors, it is recommended that it not be too low. Thus, you will inspire confidence in banks and other partners. While the capital of a SARL is divided into shares, that of an SAS is divided into shares. To sell your shares in an SAS, the procedure to follow is simplistic.

In addition, you can back your SAS with a social, civil or commercial object, as long as you respect public order and good morals. Nevertheless, bear in mind that an SAS is a commercial company in essence, regardless of its corporate purpose. This means that the majority of activities can be carried out there, with the exception of savings, insurance and tobacconists.

The operation of the SAS

The functioning of the SAS is based on its statutes. In practice, the partners freely draft the articles of association, which define the terms of management and operation of the company. It includes the conditions for the appointment and dismissal of managers, the duration of their mandate, their number, their powers and their mode of remuneration. The partners also have the option of designating a single or collective management body, a manager who is a natural or legal person, shareholder or not, etc. However, the president remains the legal representative of the SAS.

As such, he benefits from broader powers to bind and represent the SAS vis-à-vis third parties. The fact remains that other people can exercise the powers of representation traditionally attributed to the president. It is sufficient that the statutes specify the terms under which this maneuver is possible. One or more persons may benefit from this power of representation, and bear the title of Chief Executive Officer or Deputy Chief Executive Officer.

Moreover, these are also the articles of association which define the conditions of entry and exit from the share capital. They may also provide for the terms and conditions for the transfer of shares, in particular through various clauses: approval clause, inalienability clause, preemption clause, exclusion clause. With regard to collective decision-making, they are also governed by the statutes. They specify the decisions that will be taken collectively, the majorities required to act on these decisions and the quorum required at the General Assembly (GA).

The reasons for the plebiscite of SAS status

If SAS status is often chosen, it is becauseit offers various advantageswho do the business of entrepreneurs.

The flexibility of operation

In its constitution, its liquidation and its dissolution, the SAS has important similarities with the SA. However, it differs on one major point: the freedom of the founders to define the operation they want to define for their company. The SAS proceeds according to the will of its creators. As you have seen, they can freely determine the nature of the functions of the leaders, as well as the rules for decision-making.

Indeed, the fact that the operation of the SAS is not (directly) conditioned by the law saves you from long procedures and sometimes restrictive decision times. In an SAS, the partners can convene an AG by any means. Better still, GAs can take place by correspondence or e-mail, without you being required to draw up GA minutes.

The ease of switching from SASU to SAS

If the SAS is often created by two partners, it may well come from the will of a single partner. In this case, we speak of a Simplified Unipersonal Joint Stock Company (SASU). During the life of his SASU, and depending on the possible evolutions of the activity, the sole shareholder can migrate to SAS status. by opening the share capital of the SASU to other partners.

To switch from SASU to SAS, you have two options:

  • proceed by transfer of shares by drafting a deed of transfer which materializes the transfer of part of your shares to a new partner,
  • proceed by increasing the share capital by modifying the articles of association to allow the issue of new shares by the new partners.

SAS creation

Facilities for associates

If several entrepreneurs opt for entry into the share capital of an SAS, it is because this social form offers them certain advantages. Already, two associates are enough to constitute an SAS, whereas it takes 7 of them to establish an SA. Then, there is no restriction as to the number of associates of an SAS. At last, the liability of the partners is limited to the amount of their contributions.

As a partner of an SAS, this status protects your personal assets. It must also be said that the SAS has an economic advantage. In fact, if you make a cash contribution to the capital of the SAS, you can partially pay it up to at least 50%. The rest must be released within 5 years after the creation of the SAS. As an associate of an SAS, you can contribute a common good to the social capital of the company without the prior consent of your spouse.

A symbolic and evolving social capital

The absence of a minimum share capital is another advantage of the SAS. It only takes one symbolic euro to create an SAS, whereas it takes at least 37,000 euros to open an SA. However, as we have already specified, the share capital must reach a reasonable amount to cover the needs of the company and serve as security for creditors. It is also necessary to strengthen your credibility with banks, if you plan to apply for a loan.

Moreover, in an SAS, you can provide variable share capital. To do this, the articles of association must provide for the interval (minimum and maximum amount) in which this share capital will be located.

A low tax burden

The profits generated in an SAS are by default subject to corporation tax (IS). However, under certain conditions, they may be subject to income tax (IR). Under the IR, the shareholders of the SAS are taxed in the category of Industrial and Commercial Profits (BIC), up to the share they hold in the SAS.

As already mentioned, you can sell part of your shares to bring another partner into the capital of the company. This sale is subject to registration fees, the taxation of which is set at a maximum of 5,000 euros.

A rather light manager’s social regime

As the SAS is required to appoint a chairman, the latter is affiliated to the general social security scheme. He therefore benefits from more advantageous social protection compared to that of self-employed workers. The president can also combine his work at the head of the SAS with an employment contract.

In addition, since 2013, the dividends received by the associate directors of the SAS are exempt from social security contributionsregardless of the amount.

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