The creation of a commercial company is carried out regularly either in the form of a Limited Liability Company (SARL) or in the form of a SAS (simplified joint-stock company).
The choice between these two legal forms is essential, each one having its own particularities and no less important, but also because the creation is made by several and which must be agreed between future partners.
Most candidates for the creation of a company think that the social system of the SAS is more flexible than that of the SARL, we will, therefore, hereafter compare the two legal structures and help you make a choice.
It should be noted first of all that in the process of setting up a business, one or the other of these two structures can be formed with a single partner. This will be an EURL (sole shareholder limited liability company) or an SASU (single shareholder joint stock company).
It should be noted, however, that the number of partners in a limited liability company has its limits and that there can be no more than 100, whereas the SAS has no ceiling.
In addition, the founders of a SARL are partners and those of a SAS of the shareholders.
The manager of a SARL is a Manager and that of the SAS is a Chairman.
Apart from these names proper to each of them, there are no real editorial differences between these two types of society on:
The obligation to draft statutes,
The quality of the partners,
The life of the company,
The possible activities,
The contributions of social capital.
As regards the creation formalities, they are identical for SARLs as well as for SAS to a document (eg shareholders’ list, to be deposited in addition to the articles of association). In both cases the declaration M0 deposited in the Trade Register is the same.
The steering mode
A limited liability company must be headed by one or more managers appointed in the articles of association or by separate act, only natural persons.
A SAS is managed by a Chairman, a natural person or a legal entity appointed under the conditions set out in the by-laws, and by any other bodies set up freely by the partners.
The president of SAS and the manager of SARL both represent the company towards the third parties and the possible statutory clauses that limit their power are unenforceable to them.
The difference between these two statutes is mainly social, it being specified that the SARL can count several managers, contrary to the SAS which can have only one Chairman, the latter may decide to appoint a Director General to To assist him.
The corporate status of the managers of SAS and SARL
In SAS, managers are affiliated to the general social security system when they are paid.
In SARL, the manager is affiliated to the self-employed scheme if he is a majority shareholder, whether he is remunerated or not, or to the general social security scheme in other cases and when he is remunerated.
The president of SAS is obligatorily assimilated employee.
The TNS status generally makes it possible to pay lower social contributions than those borne by an assimilated salaried officer. The Unpaid Worker also benefits from low flat-rate contributions at the start of the activity.
In addition, since 2013, the associated corporate NETs subject to the IS will have to pay social contributions on the share of the dividends in excess of 10% of the following total: share capital + share premium + current account payments.
SARL and SAS are two companies whose profits are in principle subject to corporation tax, but it is possible in both cases to exercise a temporary option for the partnership system (direct taxation on behalf of Partners) under certain conditions.
On the other hand, A SARL carrying on an industrial, commercial or artisanal activity, trained solely between direct relatives or siblings, as well as spouses and partners bound by a civil solidarity pact, may opt for the Partnership for an unlimited period. This is the scheme for family SARLs.
Fiscally, the SARL and the SAS obey the same rules, except the exception that concerns the family SARL.
The management of an LLC is much more rigid than that of a SAS.
The operating rules of a limited liability company largely set in the commercial code leave little room for maneuver to the partners to organize freely. This coaching can be an advantage because it confers a security framework to the associates, as a disadvantage because it bridles the associates in the development of their organization.
On the other hand, the functioning of the SAS is not strictly regulated by legislation,