The SASU, i.e.Société par Actions Simplifiée Unipersonnelle, is a legal status which attracts many freelancers and entrepreneurs.
According to the latest figures from INSEE (the French national institute of economic and statistical information), single-shareholder SAS companies account for 37% of new companies in France.
This isn't surprising, as the single-shareholder SAS is a legal status with many advantages, including great flexibility.
You would like to start your own business and are wondering if the SASU status is right for you?
Read on to find out!
Definition, pros and cons, how to start a SASU, how the status works, social and fiscal regime as well as expenses linked to the SAS status, JUMP introduces you to this legal status, with examples.
What you will discover in this article:
- The SASU Status: What Is It?
- I want to create a SASU: how do I do it?
- How does a SASU work?
- What will my SASU have to pay if it makes a profit?
- What are the social contributions my SASU has to pay on my remuneration?
- How much do I earn at the end of the year with the SASU status?
- What is my social protection as President of a SASU?
- In which cases is the creation of a SASU a good idea?
The SASU Status: What Is It?
Before going any further, let's start with the basics: "What is a SASU company?
SASU: What Does It Mean?
First of all, what does SASU stand for?
The acronym SASU stands for "Société par Actions Simplifiée Unipersonnelle" in French which means single shareholder simplified joint-stock company.
So, what exactly is a SASU?
The SASU Company: Definition
A SASU is a commercial company similar to a EURL, a SARL or a SA.
More precisely, a SASU is a Société par Actions Simplifiée (SAS) with only one partner.
The SASU can be called a "single shareholder SAS" or in French "SAS à associé unique".
The single shareholder of a SASU exercises alone the powers normally granted to SAS partners (approval of the company's accounts, amendment of the company or its bylaws, appointment of the president, etc.).
Furthermore, the liability of the single shareholder of a SASU is limited to the amount of the shareholder’s assets. This means that the single shareholder is not liable for the debts of his/her company on his/her personal assets.
Finally, the SASU is one of the most flexible legal forms for French companies. For example, the management rules of a SASU are set out in the bylaws and can be personalised.
If you are not afraid of a little legal (and slightly tedious) read, you can find other rules applicable to the SASU status in articles L227-1 and following of the French Commercial Code.
Difference Between SAS and SASU
The SASU regime, i.e. the set of rules applicable to the SASU status, is very similar to the SAS status.
So, what is the difference between a SASU and a SAS?
The main difference between a SAS and a SASU is the number of partners.
As the name suggests, the number of partners in a SASU is... one.
This means you cannot have a SASU with several partners. A SASU with 2 or more partners is converted into a SAS.
What Is the Difference Between a SASU and the Auto-Entrepreneur Status?
The auto-entreprise (also called micro-entreprise) is a simplified legal regime available to individual entrepreneurs (IEs) under certain conditions.
The major difference between a micro-entreprise and a SASU is that the former has no legal personality, unlike the latter, which is a legal entity.
In other words, from a legal point of view, the micro-entrepreneur is regarded as being one entity with his/her company, whereas the single shareholder of a SASU and his/her company are regarded as two separate entities.
Thus, the rules applicable to the SASU and the auto-entreprise are very different.
To put it briefly, the micro-entreprise benefits from a simplified tax and social regime, as well as lighter legal and accounting obligations than the SASU obligations.
In contrast, the possibilities for growth and optimisation of an auto-entreprise are more limited than for a SASU.
While a SASU has no maximum turnover, a micro-entreprise cannot generate more than :
- 176,200 euros per year for sales of goods and accommodation activities;
- 72,600 euros for service activities.
Furthermore, an auto-entreprise cannot form a partnership, while a SASU can (and then becomes a SAS).
As you can see, SASU and micro-entreprise are two very different legal statuses.
In order to choose between SASU or auto-entrepreneur, you must take into account your limitations, your needs and what you want to achieve.
I Want to Create a SASU: How Do I Proceed?
Creating a SASU involves fulfilling certain conditions and carrying out various administrative procedures.
Requirements for Creating a SASU
An independent worker, freelancer or solopreneur who wants to create a SASU decides alone.
However, before embarking on the SASU registration process, he/she must ensure that the project meets several criteria.
Which Activities Can Be Carried Out by a SASU?
The SASU status allows most activities (craft, commercial, industrial and liberal) to be carried out with the exception of a few regulated activities (tobacco shops, insurance, etc.).
Before creating a SASU, you should check that your activity can be carried out under this status.
Who Can Start a SASU?
As mentioned above, a SASU is founded by a single shareholder.
The latter can be a natural person (Sara, 35 years old) or a legal person (SAS Deschamps for example).
The minimum age for creating a SASU is 16. For entrepreneurs under the age of 18, parental consent is required.
You can also create a SASU while working as an employee. In this case, the employee must comply with his/her employment contract and not compete with the employer.
Finally, you can create a SASU as a foreign resident. Note, however, that the creation of a SASU by a foreigner is subject to conditions.
What Is the Minimum Capital Required to Start a SASU?
There is no minimum capital to register a SASU. In theory, you can start a SASU with a capital of 1 euro, although this is not advisable.
A SASU can also have variable capital. In this case, the amount of capital of the SASU can fluctuate without the need to amend the SASU bylaws.
To constitute the company's share capital, the single shareholder of a SASU can make contributions in cash (money) or in kind (goods).
However, the founder of the company must pay at least 50% of his/her contribution in cash when creating the SASU. The remainder must be released within 5 years.
Furthermore, if the single shareholder of a SASU makes a contribution in kind, e.g. by transferring the ownership of a building to the company, he/she must have the building valued by a contribution auditor.
Exceptionally, the appointment of a contribution auditor is not required if no contribution in kind is worth more than EUR 30,000 and if the total value of the contributions in kind does not exceed half the share capital.
With these conditions in mind, let's look at how to create a SASU.
What Are the Steps to Create a SASU?
The creation of a SASU requires several steps.
Here is a summary of the steps you will have to follow to register a SASU and receive the Kbis statement of your SASU:
- Drawing up the SASU bylaws;
- Appointing the President of the SASU ;
- Depositing the share capital of the SASU with a bank or a notary;
- Publishing a notice in a Journal d'Annonces Légales (JAL);
- Filing an application for registration and declaration of beneficiaries with the clerk of the competent commercial court (bylaws, fund deposit certificate, list of shareholders of the SASU, etc.).
To create a SASU, the business founder can carry out the formalities independently (online via the Guichet unique des entreprises) or with the help of a lawyer, a notary, a chartered accountant, or a legaltech.
How Much Does it Cost to Create a SASU?
The costs for creating a SASU can vary widely.
Minimum Costs for Creating a SASU
The costs for creating a SASU amount to a minimum of 200 euros.
In 2022, costs were the following :
- 138 euros for the notice in the JAL (165 euros in Réunion and Mayotte);
- 21.41 euros for the declaration of the beneficiary;
- 37.45 for registration in the Trade and Companies Register (RCS) or 45 euros for registration in the Trade Register (RM).
Other Costs Related to the Creation of a SASU
There are other important costs to be considered.
These include the fees of a lawyer, notary or chartered accountant for drafting the SASU bylaws. These can easily amount to more than 1000 euros.
Support by a legaltech such as Legalstart, LegalPlace or Shine can cost around 250 euros.
The amount of share capital also increases the SASU creation costs. This must be consistent with the project and can thus exceed 1 euro.
Finally, you should plan for the costs of the SASU share capital deposit with a bank or a notary.
This service can be free of charge when opening a bank account, or it may cost a few dozen euros.
However, this formality can no longer be carried out free of charge at the Caisse des dépôts et consignations (CDC).
Now, let's find out how a SASU works.
How Does a SASU Work?
At this point, whether you're a freelancer or an entrepreneur, you're probably wondering, "how does a SASU work?"
Here's what you need to know about how a SASU works before you start.
Who’s the Leader in a SASU?
First, let's answer a simple question: who manages a SASU?
The SASU President
The leader of a SASU is its president.
The president of a SASU can be the single shareholder or a third party appointed by the single shareholder.
Most of the time if you are a solopreneur, you will wear both hats and thus take all the decisions by yourself.
It can be a natural person (individual) or a legal person (organisation).
The SASU president has to be at least 16 years old.
The president of a SASU has extensive powers in line with the company's purpose set out in the bylaws and the most important prerogatives reserved for the single shareholder.
The single shareholder of the SASU appoints the first president of the SASU via the bylaws when the company is created.
On this occasion, the single shareholder of the SASU also determines the terms and conditions for the appointment of any future presidents.
The single shareholder can also strengthen its control by regulating the powers of the SASU president of the SASU within the bylaws.
SASU with President and CEO (directeur général)
Alternatively, the single shareholder can create a SASU with a president and CEO or deputy CEO.
The latter can ensure the SASU's management if the single partner president dies or is no longer able to fulfill his/her mandate.
What Are the Accounting and Legal Requirements for a SASU?
Managing a SASU requires complying with a number of formalities.
Here are the main rules to follow:
Main Accounting and Legal Obligations of the SASU
The SASU president compiles a SASU business report and files the SASU annual accounts with the clerk of the commercial court within one month of their approval.
The single shareholder of the SASU records his/her decisions in a special register, approves the annual accounts within 6 months of the end of each financial year and appoints an auditor for the SASU when necessary (following the proposal of the president of the SASU).
Simplified Operating Rules of the SASU
Under certain circumstances, however, the SASU has simplified operating rules.
The appointment of an auditor is only required if the SASU exceeds two of the following three limits:
- 4 million euros in total assets ;
- 8 million euros in turnover before tax (excl. VAT) ;
- 50 employees.
Furthermore, a business report is only required by law if the SASU exceeds two of the following three limits:
- 6 million euros in total assets ;
- 12 million euros in turnover before tax ;
- 50 employees.
Lastly, when the SASU president (a natural person) is also the single shareholder, he/she is entitled to a simplified procedure for approving the accounts.
Can a SASU Have Employees?
A SASU can hire employees. There is no maximum number of employees in a SASU.
Furthermore, a president of a SASU can, under specific conditions, be an employee of the SASU. Note that this option only applies to the non-partner president of a SASU.
Now that we understand how a SASU works, let's move on to a key point: the tax and social regime for the SASU and its president.
What Will My SASU Have to Pay When Making a Profit?
Here is a core question: what is the tax regime for a SASU?
To put it briefly, the profits made by a SASU are, as a general rule, subject to corporation tax (IS). The option to be taxed under income tax (IR) is, however, open under specific conditions.
To clarify this point, let's take the example of Camille, single partner and president of a SASU subject to corporate income tax (IS).
SASU with Corporate Tax (IS)
The standard rate of corporation tax is 25% of taxable income.
SASU's with a turnover under 10 million before tax qualify for a reduced rate, equivalent to 15%, applicable on their first 38,120 euros of profit.
Thus, if Camille's SASU generates taxable income of 1 million euros for the 2022 financial year, she will have to pay 246,198.44 euros in corporate income tax.
Source: Urssaf corporate tax simulator
Optional Income Tax (IR) for SASU
The single shareholder of a SASU can decide, under specific conditions, to submit his/her company to income tax (IR).
In this case, the single shareholder must report the result of the SASU in his/her own tax return.
As a result, the latter is taxed with any other income his/her household may have, according to the progressive scale of income tax:
- Tax rate of 0% up to 10,777 euros;
- Tax rate of 11% from 10,778 euros to 27,478 euros;
- Tax rate of 30% from 27,479 euros to 78,570 euros;
- Tax rate of 41% from 78,571 euros to 168,994 euros;
- Tax rate of 45% above 168,994 euros.
You can choose the income taxation for your SASU if the company:
- Has been operating for less than 5 years;
- Carries out a commercial, agricultural, craft or liberal activity;
- Has a turnover under 10 million euros;
- Has fewer than 50 employees.
In addition, the option to be taxed under IR is limited to a maximum of 5 years. Any renunciation during this period is final.
For example, if Camille chooses to submit her SASU to IR, makes €1 million in profits, and has no other income, she will have to pay €406,014 in IR.
Source : Coover simulator
You can use this option for 5 years, when complying with the requirements.
However, whether it is advisable to choose one or the other of these taxation methods depends on many factors. In order to identify the most appropriate solution for you, you should get advice from a chartered accountant.
What Social Contributions Must My SASU Pay on My Earnings?
The SASU president can be financially compensated, but this is not an obligation.
The SASU president can receive remuneration and/or dividends, if he/she is also the single shareholder of the SASU.
The social contributions due by the company will be based on the nature of the payment received by the president of the SASU.
If I Pay Myself Remuneration ...
The SASU president is entitled to receive remuneration (fixed salary, bonuses, profit-sharing, benefits in kind, etc.) within the scope of his/her corporate mandate.
The remuneration of the SASU president is deductible from the taxable result of the SASU. It will decrease the corporate income tax ("IS") base.
Paying remuneration to the SASU president implies issuing payslips, but also paying social contributions.
The SASU president is then treated as an employee (assimilated worker) except for the unemployment compensation. As such, he/she contributes to health insurance, AT/MP insurance (work accident and occupational disease), retirement and training.
The payment of the president remuneration entails the collection of employee and employer contributions amounting to at least 50% of the gross remuneration and, more frequently, 65%.
Thus, if Camille wishes to earn a net "salary" of 36,000 euros per year, her SASU will have to pay 64,551 euros, including 28,551 euros in social contributions.
If I Pay Myself Dividends...
The single shareholder president of a SASU can remunerate himself/herself with dividends.
Dividends are not subject to social contributions.
However, the single shareholder of the SASU will have to pay social contributions.
With a SASU, How Much Do I Earn at the End of the Year?
To determine how much the single shareholder of a SASU can earn, we need to study the tax regime applicable to the SASU status but also the tax regime for its president.
Again, the rules vary according to the type of remuneration the president receives.
If I Pay Myself Dividends...
The single shareholder of a SASU can decide to pay dividends if the company makes a profit.
In this case, dividends are distributed annually. The transfer takes place within 9 months of the end of the accounting year.
The taxation of SASU dividends is as follows:
- The single shareholder of a SASU who receives dividends must pay a single flat-rate tax (PFU). The rate of this Flat Tax is 30%, of which 17.2% is social contributions and 12.8% is income tax (IR).
- However, the single shareholder of a SASU can opt to have his/her dividends taxed at the progressive income tax rate (IR). This solution allows the president to benefit from a 40% deduction on the amount of the gross dividend.
Whether it is advisable to choose one or the other of these taxation methods depends on many factors. In order to identify the most appropriate solution for you, you should get advice from a chartered accountant.
To fully understand this point, let's take the example of Camille, the single partner of a SASU, who is single and without any dependent persons.
If Camille decides to pay herself 36,000 euros in gross dividends and has no other taxable income, she will receive :
- 25,200 in net dividends if she keeps the PFU regime ;
- 29,172 in net dividends if she opts for the IR scale.
However, if Camille declares other taxable income of 20,000 euros per year in addition to the 36,000 euros of dividends from her SASU, she will receive :
- 25,200 in net dividends if she keeps the PFU regime ;
- 24,912 in net dividends if she opts for the IR scale.
Source: Urssaf dividend simulator
If I Pay Myself Remuneration...
Any remuneration paid to the SASU president is subject to the progressive income tax scale (IR) under the salaries and wages tax category.
A flat-rate deduction of 10% is applied to the remuneration of the SASU president for business expenses. This reduces the income tax base.
Alternatively, the SASU president can choose to deduct his/her actual business expenses from his/her taxable income.
Thus, if Camille receives a net salary of 36,000 euros per year as SASU president, she will have to pay 4,233 euros in income tax (IR).
Camille will retain 31,767 euros after tax.
SASU: Salary or Dividends?
If the single shareholder is also the president of the SASU, he/she can pay himself/herself in dividends or "salaries", or combine salary payments with dividends.
Which of these methods of remuneration you should choose depends on many factors.
"Salaries" represent a significant cost for the company in terms of social contributions and payroll management.
However, salaries can be deducted from the taxable result of the SASU, constitute a regular source of income and allow the single president to get social security coverage.
Dividends are not subject to social security contributions and can allow the single shareholder to receive full unemployment benefits (ARE) in his first years of activity.
⚠️Warning : it doesn’t mean the President will be eligible to unemployment benefits if he ends his activity. In this situation we are speaking about a President who is already getting unemployment benefits and want to be able to keep it despite the creation of his SASU.
Again, in order to make an informed choice between these different options, it is strongly recommended that you seek advice from a chartered accountant.
President of a SASU, Can I Have Social Security Coverage?
The social security coverage of the SASU President depends on his/her remuneration.
If I don't get any remuneration...
The SASU president does not benefit from any social coverage if his/her functions are not remunerated.
In return, the SASU does not have to pay social contributions for the remuneration of its president.
If I Am Getting Remuneration...
If remunerated, the president of a SASU is covered by the social security regime for assimilated workers.
They are covered by the general social security scheme and benefit from the same social security coverage as executive employees, except for unemployment.
The president of a SASU benefits from a relatively comprehensive social coverage:
- family allowances;
- health and maternity benefit plan;
- basic and additional pensions;
- life insurance policy.
In Which Cases Is the Creation of a SASU a Good Idea?
The SASU status has its pros and cons.
So why choose the SASU status?
I Prefer to Run My Company Alone...
The SASU legal status is ideal for self-employed people, freelancers and entrepreneurs who want to manage their business on their own.
The founder of a SASU can decide to be both single shareholder and president of the company.
This means that he/she has control over all decisions, whether they are important (distribution of dividends, transfer of the registered office, etc.) or routine decisions (choice of service providers, etc.).
Note that this is the same as for the EURL and the auto-entreprise, but not for the SAS or the SARL, which have several partners.
If I Want to Organise the Way my Company Operates…
The SASU status is flexible.
Thanks to this, this legal status suits the needs of freelancers and entrepreneurs who want to create a "tailor-made" company.
When drafting the bylaws, the single shareholder of a SASU can set the organisation and operating rules of his/her company relatively freely.
In particular, he/she might decide to appoint a third party as president of the SASU, provide a framework for the powers of the SASU president or include provisions applicable in the event of a change towards the SAS status.
The EURL status and the micro-entreprise regime do not offer such flexibility.
I Need a Protective Social Regime...
The SASU legal status may be suitable for entrepreneurs and freelancers who wish to benefit from good social coverage (illness, pregnancy, etc.).
When acting as president of a SASU and being remunerated as such, the single shareholder of a SASU enjoys the same social regime as employees, except for unemployment benefits.
This is a real advantage compared to the EURL status and the micro-entreprise. Indeed, the EURL president and the micro-entrepreneur are non-salaried workers (TNS).
Under this type of status, they benefit from the social regime for self-employed persons, which is less protective than the regime for assimilated workers.
I Would Like to Pay Less Social Contributions...
When the president of a SASU is paid a salary, the social contributions paid by the SASU are very high (around 65% of the gross salary).
But this disadvantage can be avoided.
When the SASU president is not remunerated, the SASU does not have to pay employee and employer contributions for the president salary.
Furthermore, if the single shareholder of a SASU allocates dividends to himself/herself, these are not subject to social contributions.
The EURL status doesn't have the same benefits. With the EURL status, minimum social contributions are due even if the single shareholder is not remunerated.
In addition, when the single shareholder of an EURL receives dividends, these are subject to social contributions for the part that exceeds 10% of the value of the share capital.
I Want to Continue Receiving My Unemployment Benefit (ARE)...
Even when remunerated, the SASU president does not contribute to the unemployment scheme and therefore cannot benefit from unemployment benefits if his/her corporate mandate ends.
This is, without doubt, a downside of the SASU status. This disadvantage can also be found with the EURL status and the auto-entreprise (only the cooperative and portage salarial status allow you to contribute to unemployment benefits).
If contributing to unemployment is important to you, you should definitely learn more about the portage salarial status.
However, the SASU President, like the EURL president or the micro-entrepreneur, can continue to get unemployment benefits from Pôle Emploi when he/she creates his/her company.
Note that this is subject to conditions. In addition, the unemployment rights are calculated in proportion to any remuneration paid to the SASU president.
This is why many SASU presidents do not remunerate themselves during the first year.
I Am Considering a Partnership...
The SASU is the right legal status for entrepreneurs who plan to grow their business, become partners or transfer their company.
The advantage of the SASU is that it can easily take on new partners and be transformed into a SAS. This is because the SASU and the SAS share the same corporate form.
I Have Adequate Financial Means...
Finally, one of the downsides of the SASU, especially compared to the micro-entreprise, is the cost associated with its creation and operation.
With the SASU status, it is recommended to be assisted by a lawyer or a chartered accountant when creating the company and for drafting the bylaws.
In addition, in order to manage your SASU properly from an accounting and tax point of view, you should work with a chartered accountant to oversee your company’s operations.
These services may cost you money, but they are necessary.