One-Person Simplified Joint-Stock Company (SASU): What You Need to Know
The Société par Actions Simplifiée Unipersonnelle (SASU) is a highly flexible legal structure designed for entrepreneurs who want to run a business on their own. It gives the sole shareholder considerable freedom when it comes to organizing and managing the company.
What is a SASU?
A SASU is a commercial company based on the same legal framework as a Société par Actions Simplifiée (SAS), but it has only one shareholder. This shareholder may be either an individual or a legal entity, such as a company or an association.
A SASU can generally carry out any type of business activity, except for certain regulated sectors, including tobacco retail, insurance and regulated liberal professions.
One of the main advantages of this structure is its flexibility. The sole shareholder can establish the company’s organizational and management rules directly in the articles of association.
However, this freedom also makes drafting the articles more complex. It is therefore advisable to seek assistance from a specialized lawyer when preparing them.
Setting up a SASU
Anyone considering creating a SASU should follow the applicable legal and administrative steps for setting up a business.
SASU Share Capital
The amount of share capital is freely determined by the sole shareholder, with a minimum of €1.
The capital may be made up of:
- Cash contributions, meaning money;
- Contributions in kind, such as equipment, vehicles, buildings, goodwill or patents;
- Contributions in industry, such as specific expertise, skills or work.
Contributions in industry are not included in the company’s share capital. A shareholder’s current account may also be used, but it does not form part of the company’s share capital.
Limited financial liability
The sole shareholder’s financial liability is generally limited to the amount contributed to the company. As a result, SASU creditors cannot normally pursue the shareholder’s personal assets beyond this contribution.
When the company is created, at least 50% of cash contributions must be paid in and made available to the company. The remaining amount must be paid within 5 years following registration.
Valuing contributions in kind
As a general rule, contributions in kind must be assessed by a contribution auditor.
However, the sole shareholder may decide not to appoint one when both of the following conditions are met:
- No individual contribution in kind is worth more than €30,000;
- The total value of the contributions in kind does not exceed half of the company’s share capital.
The shareholder may also be exempt from appointing a contribution auditor if they previously carried out their professional activity as a sole trader and contribute assets that were included in the balance sheet of their most recent financial year.
Can a SASU be listed on the stock exchange?
Unlike a public limited company (SA), a SASU cannot be listed on the stock exchange.
SASU Governance
The President
Every SAS must have a President, who represents the company when dealing with third parties, including customers, suppliers and public authorities.
The President is appointed in the company’s articles of association. The position can be held by the sole shareholder or by another person.
If the President changes, the articles of association must be amended accordingly.
The President is responsible for the company’s day-to-day management and can carry out the operations necessary for its business, such as:
- Signing contracts with customers and suppliers;
- Hiring employees;
- Conducting banking transactions;
- Taking other actions required for the company’s activities.
If the sole shareholder is not the President, the articles of association can place limits on certain powers of the President and require the shareholder’s approval for the most significant transactions.
At the end of the financial year, the President must file the company’s annual accounts with the commercial court registry after they have been approved by the sole shareholder.
The President may incur civil liability, particularly in cases of mismanagement, as well as criminal liability where applicable.
A SASU may also appoint a Managing Director (Directeur Général) and a Deputy Managing Director. Their appointment must be reported to the commercial court registry and published in the Bodacc. It must also be announced through an authorized legal notices publication.
Decision-Making in a SASU
In a SASU, the powers normally exercised by the shareholders’ meeting in a multi-shareholder SAS belong to the sole shareholder.
Decisions are therefore made through unilateral decisions. There are no standard rules regarding meetings, voting or quorum.
However, each decision must be recorded in a special register kept at the company’s registered office.
It is recommended that this register be numbered and initialed by a judge of the commercial court, a judge of the judicial court, or the mayor or deputy mayor of the municipality where the registered office is located.
The register can also be maintained electronically, provided it is identified, numbered and dated when created through a system that guarantees its authenticity. This possibility must be provided for in the company’s articles of association.
The information recorded in the register must be retained for 6 years.
Poor record-keeping, such as a missing page, may result in decisions taken by the sole shareholder being challenged and potentially cancelled at the request of a person directly concerned by those decisions.
Moving from a SASU to a SAS
Moving from a SASU to a SAS is not considered a transformation of the company. Both are based on the same legal structure; the difference is simply the number of shareholders.
A SASU can become a SAS in several situations, including:
- An increase in share capital that brings one or more new shareholders into the company;
- The transfer of some or all of the sole shareholder’s shares to several people;
- The death of the sole shareholder followed by the distribution of their shares among several people.
This change may require the articles of association to be amended or completely rewritten if the original provisions were designed exclusively for a company with one shareholder. This may concern, for example, the rules governing decision-making.
The transition from a SASU to a SAS does not, by itself, create tax consequences.
SASU Taxation
Taxation of profits
A SASU is, by default, subject to corporate income tax (IS).
Each year, the company must submit income statement No. 2065 within three months following the end of its financial year.
When the financial year ends on 31 December, or when no financial year is closed during the year, the declaration must be submitted no later than the second working day following 1 May.
The standard corporate tax rate is 25% of the company’s taxable profit.
Reduced corporate tax rate
Certain small and medium-sized companies may benefit from a reduced corporate tax rate of 15%.
This rate applies to companies whose annual turnover excluding tax does not exceed €10 million, whose share capital has been fully paid up and is at least 75% owned by individuals.
The 15% rate applies to the portion of taxable profits up to €42,500. Any profit above this threshold is taxed at the standard 25% rate.
Option for personal income tax
Under certain conditions, a SASU may choose to have its profits taxed under personal income tax (IR) instead of corporate income tax.
Taxation of the Sole Shareholder
The sole shareholder may receive dividends, which are treated as income from movable capital.
Dividends are automatically subject to the flat-rate tax (PFU) of 31.4%, consisting of 12.8% income tax and 18.6% social contributions.
The shareholder may instead choose taxation under the progressive personal income tax scale, with rates ranging from 0% to 45%.
Taxation of the President’s remuneration
The remuneration received by the President for their corporate mandate is subject to personal income tax, under the category of salaries and wages.
Before taxation, a 10% allowance may be applied. Alternatively, the President may deduct actual professional expenses, such as accommodation, meals and travel costs.
SASU Executive Social Security Status
When the President receives remuneration for their corporate mandate, they have employee-equivalent status.
They are affiliated with the general social security system and benefit from social protection comparable to that of senior employees, subject to the specific rules applicable to their status.
During the company’s creation phase, the SASU President may, under the applicable conditions, continue receiving ARE unemployment benefits and benefit from Acre, provided they do not receive remuneration from the company for their corporate mandate.
In a SASU, dividends are not treated as salary or remuneration. They are considered income from movable capital and are therefore not subject to social security contributions and do not reduce the amount of the President’s unemployment benefits.
However, a shareholder who receives income exclusively through dividends does not pay social security contributions through this income and therefore does not acquire social protection through it.
By comparison, in an EURL, dividends received by the manager may be subject to social security contributions and may also be taken into account when calculating ARE unemployment benefits.
Transferring SASU Shares
The sole shareholder can transfer their shares to heirs or third parties.
Because there are no other shareholders whose approval is required, the sole shareholder does not need to obtain authorization from other shareholders before transferring their shares.
Transfers of shares are subject to registration fees of 0.1% of the sale price, payable by the purchaser.
If the sole shareholder transfers only part of their shares in order to bring another shareholder into the company, the SASU becomes a SAS.
SASU vs. EURL: Key Differences
SASU and EURL are both legal structures designed for companies with a single shareholder or partner, but they differ in several important areas.
| Feature | SASU | EURL |
|---|---|---|
| Number of shareholders/partners | 1 | 1 |
| Company leader | President, with other possible executives such as a Managing Director | Manager, who must be an individual |
| Share capital | Freely determined | Freely determined |
| Release of cash contributions | At least 50% upon incorporation | At least 20% upon incorporation |
| Profit taxation | Corporate income tax (IS), with a possible option for personal income tax (IR) | Personal income tax (IR), with a possible option for corporate income tax (IS) |
| Executive’s social status | Employee-equivalent | Self-employed worker (TNS) |
| Securities held | Shares (actions) | Units/interests (parts sociales) |
| Registration fees on transfer | 0.1% of the sale price | 3% of the sale price after a €23,000 allowance |
The choice between a SASU and an EURL therefore depends on several factors, including taxation, social protection, management arrangements, remuneration and the entrepreneur’s long-term plans.
