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Share capital divided into shares, with several possible categories Share capital divided into shares, all of the same class Mandatory in case of control of one or more companies or if controlled by one or more other companies Powers distributed between the directors and the partners’ meetingĬhairman + other possible bodies (general manager, deputy general managers…) Powers distributed between the management and the partners’ meeting No minimum, contribution in cash and in kind Mandatory, possibility to fix it at the domicile of the president or any other officer having the power to legally represent the SAS Mandatory, possibility to fix it at the manager’s home NB: in France, dividends are subject to a flat tax of 30% (Prélèvement Forfaitaire Unique – PFU). On the other hand, dividends are exempt from social charges.

In SAS, the rate of charges is higher, representing on average 80% of the manager’s net salary.

On the other hand, dividends are also included in the calculation basis. The social charges represent on average 45% of his net remuneration.

In SARL, the manager depends on the TNS regime.

Overall, the total of these charges is considered to represent on average 80% of the net compensation.Īt the social level, and considering a majority manager, the two legal forms thus present a very different social functioning: Under the “employee” system, social security contributions include employee and employer contributions. He therefore receives a salary each month, and the dividends he receives are not subject to social security contributions. In SAS, whether the director is a minority or majority shareholder or even the sole shareholder (SASU), he is considered as an “employee”. * Dividends paid – (10% * (% of the share capital + sums paid into the partner’s current account + issue premiums) The share of dividends subject to social security contributions is determined as follows Under the TNS regime, social security contributions are applied to his remuneration (salary equivalent) but also on the share of dividends that he receives in excess of 10% of the share capital*. This means that a majority manager who does not pay himself any remuneration is still liable for these minimum flat-rate contributions. His social charges represent on average 45% of his remuneration, with application of minimum flat-rate contributions of about 1,200 €. This notion is important because in SARL, the majority manager comes under the social regime of the “Non-Salaried Workers” and depends on the Social Security for the Self-Employed (ex-RSI).

Is he the majority manager? Yes, because to assess the majority, the shares held by his wife must also be taken into account, i.e. He owns 40% of the company’s capital, his wife 20%, and his cousin the remaining 40%. Xavier is the manager of the company Tartuffe. In a limited liability company, the manager is said to have a majority of the shares if he holds more than 50% of the shares, counting not only his own shares but also those held by the other members of his tax household. The M0 declaration must be filed with the trade and companies register. The deposit of the capital must give rise to an original certificate of deposit provided by the banking establishment summarizing the contributions of each partner. – The contributions to the social capital.Īs for the formalities of constitution, they are identical for both companies. The founders of a SARL are called “partners”, the shares of this company being social shares, whereas the partners of a SAS are “shareholders”, the company being made up of shares.Ī SARL will have a Manager and a SAS will be headed by a President.Īpart from these differences in name, there are no real editorial differences between these two types of structure on : The two legal forms vary, however, with regard to the maximum number of partners: the SARL sets it at 100, while the SAS can have an unlimited number of shareholders. The SARL is then called “Société à Responsabilité limitée à associé unique” and the SAS becomes a SASU “Société par actions simplifiée à associé unique”. SAS or SARL : Legal structure in France: Constitution The number of partnersĮach of these two companies has the possibility of being constituted by a single partner, which is called a single-member company.