Select the appropriate legal status is a major concern for all project leaders. There is no perfect legal form, only one structure adapted to the situation and the desires of the entrepreneur, depending on the nature and size of his project. Here are the factors to consider for choose the right legal status.
Optimize legal status is a problem faced by all designers and business buyers. There is no perfect legal status, only a proper legal status to the situation of each entrepreneur, according to his preferences, the nature and the importance of his project. here are the elements to consider when choosing the legal status of your company.
Choosing the right legal status is an essential step for all project leaders. There is no ideal legal form, only one structure suitable to the situation and aspirations of the entrepreneur, depending on the nature and scope of his project. Here are the factors to consider for select the appropriate legal status.
La determination of the legal status of a company is, initially, linked to the number of people who contribute to the creation or takeover of a business. If the leader wishes to be alone to run the business, he can then opt for the different legal forms following:
The use of an EURL or a SASU can be interesting because it makes it possible to protect the shareholders' assets as well as bring in partners later without having to change the legal status of the company and suffer the resulting tax consequences.
For those who want test an activity without incurring any costs, the micro-enterprise is a wise status.
If the entrepreneur has need to associate with other people, he will then have to choose a social form among the following:
If the manager has private capital that he wants to preserve from the constraints inherent in his professional activity, he can direct his approach towards:
In this case, it will be necessary to be careful not to opt for a form in which the partners are indefinitely and jointly and severally liable for the social debts (conditions applicable to the Société en Nom Collectif – SNC – for example).
According to task size, some legal statutes are more appropriate than others. Projects involving large investments generally require substantial capital and are better suited to capital companies, such as Simplified Joint Stock Company (SAS) or Société Anonyme (SA).
The advantages of SAS are:
In addition, it is possible to provide, in addition to the statutes, a partners' pact or a shareholders' agreement.
Each legal status corresponds to a social protection system for the leader. The latter may either be qualified as an employee“, either be” considered self-employed "
Assimilated salaried workers benefit from better social protection than non-salaried workers in terms of healthcare reimbursement and pensions, but their cost is also higher for the company. This protection gap is increasingly reduced thanks to the option, for self-employed people, to take out contracts with private companies that are deductible from the company's profits (Madelin contracts for example) and cover a multitude of risks ( mutual, pension, etc.).
La position that the entrepreneur's spouse wishes to take is also decisive in the choice of the legal status of the company:
The terms of calculation and collection of social security contributions for self-employed workers (non-employees) depend on the company's tax system (see § 5). When the company is subject to corporation tax, social security contributions are calculated on the basis of the remuneration received (possibly increased by the share of dividends received in excess of the threshold of 10% of the capital and current account contributions for SARL/EURL/SELARL). When the company is subject to income tax, social security contributions are calculated on social income (i.e. restated accounting profit), regardless of whether it was fully received by the manager or No.
In the same way as in social matters, each type of legal structure has its own tax base, with sometimes the possibility of choosing another form of taxation of profits.
There are two profit tax methods :
When the company is subject to income tax, it is its partners who pay it in their name and on their behalf. Depending on the type of activity (commerce, crafts, agriculture or liberal profession), the corresponding profits will be taxed in the categories of Industrial and Commercial Profits (BIC), Agricultural Profits (BA) or Non-Commercial Profits (BNC). Certain categories have special taxation rules based on turnover (for example the micro-entrepreneur, with the micro-BIC or the micro-BNC).
Here is structures that are subject to income tax :
– The EURL when its partner is a natural person (possibility of opting for corporation tax);
– Sole proprietorship;
– The EIRL (possibility of opting for corporation tax);
– The SNC (possibility of opting for corporation tax).
In this case, it is the company that pays the tax (at the common law rate of 25%, with, under certain conditions, the reduced rate of 15% for the first 38 euros of profits). Partners who wish to collect their profits will have to distribute dividends and will be taxed on income tax (at the single flat-rate deduction of 120% or, optionally, at the marginal tax rate at the IR after abatement of 30%) .
Here is corporate tax structures :
– The EURL when the partner is a legal entity;
– The SARL (possibility of opting for income tax for family SARLs or temporary option for the tax regime for partnerships under certain conditions);
– SAS or SASU (temporary option for the tax regime of partnerships under conditions);
– The SA (temporary option for the tax regime of partnerships under conditions).
The use of a structure subject to income tax is particularly attractive if the company benefits from an exemption from profits, for example the ZFU “urban free zone”.
The goal is then tooptimize the tax situation of the company and its manager in :
Some fields of activity require choosing a legal status imposed by law. For example, tobacconists must be managed within an SNC or a sole proprietorship.
In some markets it may be essential to set up a company with substantial capital to get some partner confidence. Proprietary companies (AE, EI, etc.) may be victims of certain market uncertainties.
To help you determine which type of business is best suited to your situation and your project, you will find below a comparative table of the main characteristics of each type of company.
There is no perfect legal status, but rather a legal status adapted to the characteristics of a project and the situation of the entrepreneur.
