France has long been a hub for innovation and business, making it a top destination for entrepreneurs worldwide. Among the most popular business structures in France are the SAS (Société par Actions Simplifiée) and SASU (Société par Actions Simplifiée Unipersonnelle). Both structures are tailored to meet the needs of modern businesses, offering flexibility and simplicity. However, understanding the difference between SAS and SASU is essential to choosing the best option for your business in France.
This article delves deep into the key distinctions, benefits, and legal requirements of SAS and SASU, ensuring that foreign entrepreneurs have all the information needed to make an informed decision.
What is an SAS (Société par Actions Simplifiée)?
A SAS company in France is a simplified joint-stock company designed for businesses that want flexibility in their structure and operations. Because of its versatility, it is frequently selected by startups, SMEs, and larger corporations.
Key Features of a SAS:
- Minimum Shareholders: At least two shareholders are required (can be individuals or legal entities).
- Management Structure: Managed by a president, who can delegate responsibilities.
- Share Capital: Minimum of €1; no maximum limit.
- Flexibility: Shareholders can define bylaws and operational rules.
What is an SASU (Société par Actions Simplifiée Unipersonnelle)?
An SASU in France is a single-person version of the SAS, making it perfect for solo entrepreneurs. It combines the advantages of the SAS structure with the simplicity of a single shareholder.
Key Features of an SASU:
- Single Shareholder: One individual or legal entity owns the entire company.
- Management Structure: Managed by a president, often the sole shareholder.
- Share Capital: Minimum of €1.
- Limited liability: The liability of the shareholder is capped at the share capital.
Key Difference Between SAS and SASU
Feature | SAS | SASU |
Number of Shareholders | Minimum of two shareholders | Single shareholder |
Ideal For | Partnerships or businesses with multiple owners | Solo entrepreneurs |
Decision-Making | Collaborative decision-making among shareholders | Sole shareholder makes all decisions |
Taxation Options | Corporate tax or personal income tax (under certain situations) | Same as SAS |
Employee Status of President | Has the option of becoming a salaried employee | Can also choose to be salaried, though less common |
Transfer of Shares | May require approval from other shareholders | Simpler due to single-ownership |
Advantages of SAS and SASU
Advantages of an SAS:
- Flexibility in Bylaws: Shareholders can define operational rules tailored to the business needs.
- Attracting Investors: With multiple shareholders, an SAS is more attractive to investors.
- Management Options: The president can delegate responsibilities to other executives.
- Tax Benefits: Option to pay corporate tax or elect personal income tax (under specific conditions).
Advantages of an SASU:
- Complete Control: The sole shareholder has full decision-making authority.
- Simplified Setup: No need to consult others for decisions.
- Limited Liability: Protects personal assets of the shareholder.
- Flexibility in Operations: Easier to manage and adapt operations.
Taxation: A Key Consideration
Taxation is a crucial factor when deciding between SAS and SASU. Both structures are taxed similarly, with the primary option being corporate tax. However, under certain conditions, they may choose to pay personal income tax for up to five years.
Corporate Tax Rates:
- 15% on profits up to €42,500.
- 25% on profits exceeding €42,500 (2023 rate).
Social Security Contributions:
The president of a SAS or SASU, if salaried, contributes to the general social security scheme.
How to Choose the Perfect Business Structure Between SAS and SASU?
In order to choose the perfect business structure between SAS and SASU, you need to consider the following factors:
Business Ownership:
- If you plan to run the business alone, SASU is the obvious choice.
- SAS is more appropriate if you intend to attract investors or have partners.
Growth Plans:
- SASU can be converted to an SAS if you add shareholders in the future.
- For businesses expecting rapid growth and multiple stakeholders, SAS is ideal.
Operational Flexibility:
- SAS allows for a more structured approach with defined roles.
- SASU offers simplicity and direct decision-making.
Cost and Complexity:
- SASU is less complex and less expensive to set up.
- SAS requires more detailed bylaws and coordination among shareholders.
Legal and Compliance Requirements
Common requirements for SAS and SASU:
- Drafting Bylaws: The company’s statutes must comply with French corporate laws.
- Registration: Must register with the Centre de Formalités des Entreprises (CFE).
- Share Capital: Minimum of €1, but realistic amounts are recommended.
- Accounting Obligations: Annual financial statements have to be filed.
Why Foreign Entrepreneurs Should Consider SAS or SASU?
France is one of the most business-friendly countries in Europe, offering several incentives for foreign entrepreneurs:
- Innovative Ecosystem: France ranks among the top 10 global innovation hubs.
- Access to EU Markets: France provides seamless access to a market of over 448 million individuals.
By choosing the right business structure—SAS or SASU—foreign entrepreneurs can navigate the French business environment with ease.
Conclusion
Both SAS and SASU offer unique advantages tailored to different business needs. The SAS is ideal for businesses with multiple stakeholders or those planning to scale quickly, while the SASU suits solo entrepreneurs looking for simplicity and control.
You may lay a solid basis for success in France by being aware of the distinctions and adjusting them to fit your company’s objectives. If you’re ready to take the next step, consulting with experts in French company incorporation can simplify the process and ensure compliance with local laws.
Whether you’re launching a startup, or expanding your operations, OnDemand International experts are here to assist you in every way. Get in touch with our business experts today.
FAQ’s
The main difference lies in the number of shareholders. SAS requires a minimum of two shareholders, while SASU is designed for a single shareholder.
Yes, an SASU can be converted into an SAS by adding shareholders and modifying the bylaws accordingly.
Both SAS and SASU require a minimum share capital of €1, though a realistic capital amount is recommended for credibility.
Yes, foreign nationals can set up both SAS and SASU in France. Obtaining a startup visa or other residency permits might be necessary.
SASU is perfect for sole business owners. SAS is a preferable option if you intend to include investors or partners.
Both SAS and SASU are taxed primarily under corporate tax rates. Under some circumstances, they may choose to pay personal income tax for up to five years.
