Ce special file highlights theanalysis of the main forms of commercial companies : public limited company (SA), limited liability company (SARL), one-person limited liability company (EURL), simplified joint-stock company (SAS) and SASU, general partnership (SNC), accompanied by comparative tables on the following points: constitution, managers, partners, taxation, administrative obligations and transfer of securities. To complete this comparative analysis, see the article on the selection of the legal status of the company.
Here's a very special file devoted to the study of the main forms of commercial companies existing: SA, SARL and EURL, SAS and SASU, SNC, as well as to their comparison using many comparative tables divided into different themes: constitution, directors, rights and obligations of partners, taxation, administrative obligations and transfer of securities. This comparative analysis is supplemented by an article on the selection of the legal status of the company.
You will find detailed information on the different forms of commercial companies: SA, SARL, EURL, SAS, SASU and SNC, as well as a comparison of these structures using comparative tables on the constitution, the directors, the rights and obligations of the partners, the taxation, the administrative obligations and the transfer of securities. Also check out the article on the selection of the legal status of the company.
mandatory in the event of contributions in kind but possible exemption if no property has a value greater than 30 euros and if all the contributions in kind do not exceed half of the share capital
mandatory in the event of contributions in kind but possible exemption if no property has a value greater than 30 euros and if all the contributions in kind do not exceed half of the share capital
Securities
share capital divided into shares
share capital divided into shares
share capital divided into shares
share capital divided into shares, possibility of creating several categories of shares
Contributions in industry
Impossible
possible, but does not include social capital
possible, but does not include social capital
possible, but does not include social capital
(1) if he has been authorized by the guardianship judge or the president of the tribunal de grande instance to carry on business.
Differences between companies: foundation and attributes
SA
CNS
SARL/EURL
SAS/SASU
Workforce
7 to unlimited (or 2 minimum if the SA is not listed)
2 to unlimited
1 (EURL) to 100
1 (SASU) to unlimited
Partners
natural or legal persons, adults and emancipated or non-emancipated minors through their legal administrator
natural or legal persons, adults or minors emancipated exceptionally (1)
natural or legal persons
natural or legal persons, adults and emancipated or non-emancipated minors through their legal administrator
Spouse's role
employed spouse or partner
employed spouse or partner
collaborating spouse only for the majority manager and if the company has less than 20 employees. Salaried spouse or partner
employed spouse or partner
Commitment
limited to contributions
indefinite and united
limited to contributions
limited to contributions
Company assets
company's own assets
company's own assets
company's own assets
company's own assets
Statutes to be prepared
yes, and also a draft statute beforehand
Yes
Yes
Yes
Share capital
€37 minimum
no minimum required
no minimum required
no minimum required
Composition
Comparison of companies: management and control bodies
SA
CNS
SARL/EURL
SAS/SASU
Governance
Chairman of the Board of Directors and Chief Executive Officer, or, where applicable, the members of the Management Board
manager (one or more), necessarily a natural person, partner or not
manager (one or more), necessarily a natural person, partner or not
chairman + other possible bodies, natural or legal person associated or not
Administrative and/or supervisory bodies
board of directors, or, where applicable, supervisory board
not applicable
not applicable
possibility of setting them up by statute
Decision making
powers distributed between the management and control bodies (board of directors and CEO, or supervisory board and management board) and the shareholders' meeting
powers distributed between the manager and the shareholders' meeting
powers distributed between the manager and the shareholders' meeting
powers distributed between the directors and the shareholders' meeting
Powers of leaders
the CEO has the broadest powers to act on behalf of the company with regard to third parties, the board of directors is responsible for strategic orientation (1), the Chairman of the Board of Directors organizes and directs the work of the Board.
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the management board has the broadest powers to act on behalf of the company with regard to third parties, the supervisory board controls the management of the management board and has other powers (2)
the manager(s) have the broadest powers to act on behalf of the company vis-à-vis third parties. Statutory limits without effect vis-à-vis third parties
the manager(s) have the broadest powers to act on behalf of the company vis-à-vis third parties. Statutory limits without effect vis-à-vis third parties
the chairman has the broadest powers to act on behalf of the company with regard to third parties. Statutory limits without effect vis-à-vis third parties. If other management and control bodies are put in place, their powers depend on what is provided for in the articles of association.
Liability of directors
may incur civil and/or criminal liability for faults committed in the performance of their duties
may incur civil and/or criminal liability for faults committed in the performance of their duties
may incur civil and/or criminal liability for faults committed in the performance of their duties
may incur civil and/or criminal liability for faults committed in the performance of their duties
(1) Board of directors is responsible for drawing up the corporate accounts and the management report, convening general meetings, appointing and dismissing the chairman, the managing director (as well as any deputy managing directors), authorizing the agreements entered into between the SA and one of its shareholders or managers owning more than 10% of the capital. (2) The Supervisory Board is responsible for appointing the members of the Management Board and setting their compensation, appointing the Chairman of the Management Board and any Chief Executive Officers, and dismissing them if necessary. He can convene the general meeting of partners and certain acts are subject to his authorization.
Not sure which legal status to choose? Register on the digital application offered by The Entrepreneurs' Corner and use its free status selection tool.
Comparative table of companies: governance and supervisory bodies
SA
CNS
SARL/EURL
SAS/SASU
Governance
Chairman of the Board of Directors and Chief Executive Officer, or, where applicable, the members of the Management Board
manager (one or more), necessarily a natural person, partner or not
manager (one or more), necessarily a natural person, partner or not
chairman + other possible bodies, natural or legal person associated or not
Administrative and/or supervisory bodies
board of directors, or, where applicable, supervisory board
not applicable
not applicable
possibility of setting them up by statute
Decision making
powers distributed between the management and control bodies (board of directors and CEO, or supervisory board and management board) and the shareholders' meeting
Compare the social statuses and payroll management methods of company directors
SA
CNS
SARL/EURL
SAS/SASU
Manager's social status
assimilated employee
TNS
TNS if majority management, assimilated employee in other cases
assimilated employee
Basis for calculating the executive's social security contributions
on remuneration
non-partner manager : on remuneration managing partner : on the profits (IR) or on the remunerations + part of the dividends (1) (IS)
non-partner, minority or equal manager : on remuneration
majority manager : on profits (IR with majority management), or on remuneration + part of the dividends (1) (IS with majority management),
on remuneration
Means of payment of the director's social charges
monthly or quarterly
monthly or quarterly on a fixed basis then regularization when the final income for the year is known
monthly or quarterly on a fixed basis then regularization when the final income for the year is known
monthly or quarterly
Manager's payroll management
payslip, monthly or quarterly declaration of charges, personal social declarations (DSN) to be made
non-partner manager : payslip to be established, monthly or quarterly declaration of charges, DSN to be made
managing partner : no payslip, annual declaration of remuneration on the DSI (2)
non-partner, minority or equal manager : payslip to be established, monthly or quarterly declaration of charges, DSN to be made
majority manager : no payslip, annual declaration of remuneration on the DSI (2)
payslip to be drawn up, monthly or quarterly declaration of expenses, DSN to be made
Creation aids
ACCRE, ARCE or maintenance of the ARE (full maintenance possible if unpaid executive)
ACCRE, ARCE or ARE maintenance
ACCRE, ARCE or maintenance of the ARE (full maintenance possible if option for IS and unpaid executive)
ACCRE, ARCE or maintenance of the ARE (full maintenance possible if unpaid executive)
(1) The part of the dividends in excess of 10% of the following total: (share capital + contributions to the shareholder's current account + issue premiums) is subject to social security contributions under the TNS scheme. (2) Social declaration of the self-employed.
Comparison between the social statutes and the payroll management of the managers of different companies
SA
CNS
SARL/EURL
SAS/SASU
Manager's social status
assimilated employee
TNS
TNS if majority management, assimilated employee in other cases
assimilated employee
Basis for calculating the executive's social security contributions
on remuneration
non-partner manager : on remuneration managing partner : on the profits (IR) or on the remunerations + part of the dividends (1) (IS)
non-partner, minority or equal manager : on remuneration
majority manager : on profits (IR with majority management), or on remuneration + part of the dividends (1) (IS with majority management),
on remuneration
Method of payment of the social security contributions of the manager
monthly or quarterly
monthly or quarterly on a fixed basis then regularization when the final income for the year is known
monthly or quarterly on a fixed basis then regularization when the final income for the year is known
monthly or quarterly
Manager's payroll management
payslip, monthly or quarterly declaration of charges, personal social declarations (DSN) to be made
non-partner manager : payslip to be established, monthly or quarterly declaration of charges, DSN to be made
managing partner : no payslip, annual declaration of remuneration on the
Comparison of companies: rights and duties of shareholders
SA
CNS
SARL/EURL
SAS/SASU
Responsibility
limited to contributions made
unlimited and united
limited to contributions made
limited to contributions made
Financial rights
right to social benefits, reimbursement of investment and liquidation bonus
right to social benefits, reimbursement of investment and liquidation bonus
right to social benefits, reimbursement of investment and liquidation bonus
right to social benefits, reimbursement of investment and liquidation bonus
Rights of intervention
right to information (request for management expertise (1), questions in writing twice a year), right of communication (permanent and prior to meetings), right to participate in meetings and to vote, right to take legal action against corporate bodies and the company
right to ask questions in writing, right to participate in meetings and to vote, right to communication (permanent and prior to meetings), right to take legal action against the manager or to demand dissolution
right to information (request for management expertise (2), questions in writing twice a year), right to participate in meetings and to vote, right to communication (permanent and prior to meetings), right to take legal action against the manager or to demand a dissolution
right to information (request for management expertise (1), questions in writing twice a year), right of communication (permanent and prior to meetings), right to participate in meetings and to vote, right to take legal action against corporate bodies and the company
Transfer of securities
by transfer of shares, non-binding act
by transfer of shares, compulsory act
by transfer of shares, compulsory act
by transfer of shares, non-binding act
Approval clause
possible to provide for it in the articles of association, only for transfers to third parties or partners
mandatory for any transfer with the unanimous agreement of the partners
mandatory in the event of transfer to a third party with a double majority vote (partners and shares), can be extended by statute to other transfers and the majority can be reinforced
possible to provide for it in the articles of association for any type of transfer
Pre-emption clause
possible to provide for it in the statutes
useless
possible to provide for it in the statutes
possible to provide for it in the statutes
Inalienability clause
possible to provide for it in the articles of association (reasonable duration and justification by a legitimate interest)
possible to provide for it in the articles of association (reasonable duration and justification by a legitimate interest)
possible to provide for it in the articles of association (reasonable duration and justification by a legitimate interest)
possible to provide for it in the statutes (10 years maximum)
Disclaimer
possible to provide for it in the statutes
possible to provide for it in the statutes
possible to provide for it in the statutes
possible to provide for it in the statutes
(1) Possible if the partner (or partners when they act together) represents at least 5% of the share capital. (2) Possible if the partner (or the partners when they act together) represents at least 10% of the share capital.
Not sure which legal status to choose? Register on the digital application offered by The Entrepreneurs' Corner and use its free status selection tool.
Comparison of companies: tax on profits, wages and dividends
SA
CNS
SARL/EURL
SAS/SASU
Default Tax on Profits
IS
IR
IS or IR if EURL with a natural person partner
IS
Possible options for taxing profits
IR possible for 5 exercises
IS irrevocably
IR possible for 5 fiscal years or without time limit for family SARLs
IS possible and irrevocably for EURLs with a natural person partner
No option possible for IR for EURLs with a legal entity partner
IR possible for 5 exercises
Reduction in executive compensation
only in case of corporate tax
only in case of corporate tax
only in case of corporate tax
only in case of corporate tax
Executive compensation tax
non-associate manager : as salaries and wages
managing partner : as salaries and wages, or attached to the professional BIC or BNC in the event of an option for IR
administration and control bodies : specific taxation for attendance fees and any other specific compensation
non-partner manager : as salaries and wages
managing partner : attached to the professional BIC or BNC, or as salaries and wages in the event of an option for IS
non-partner manager : as salaries and wages
managing partner : as salaries and wages, or attached to the professional BIC or BNC in the event of an option for IR
non-associate manager : as salaries and wages
managing partner : as salaries and wages, or attached to the professional BIC or BNC in the event of an option for IR
Micro scheme or auto-entrepreneur status
Impossible
Impossible
possible option for the micro-BIC or the micro-BNC under certain conditions (single partner natural person managing an EURL who does not exceed certain thresholds).
Impossible
Dividends
only if taxable at IS. No social charges
only if taxable at IS. Social charges on a part for the majority managers
only if taxable at IS. Social charges on a part for the majority managers
only if taxable at IS. No social charges
Comparison of companies: administrative and accounting management
SA
CNS
SARL/EURL
SAS/SASU
Comptables Obligations
obligation to keep regular accounts, accounting books and annual accounts
obligation to keep regular accounts, accounting books and annual accounts
obligation to keep regular accounts, accounting books and annual accounts
obligation to keep regular accounts, accounting books and annual accounts
Annual accounts
obligation to prepare a balance sheet, an income statement, an appendix and a management report (1)
obligation to prepare a balance sheet, an income statement, an appendix and a management report (1)
obligation to prepare a balance sheet, an income statement, an appendix and a management report (1)
obligation to prepare a balance sheet, an income statement, an appendix and a management report (1)
Approval of the accounts and allocation of the result
shareholders
associates
associates
associates
Filing of accounts at the registry and publication
mandatory, exemption from publication under certain threshold conditions (2)
mandatory, exemption from publication under certain threshold conditions (2)
mandatory, exemption from publication under certain threshold conditions (2)
mandatory, exemption from publication under certain threshold conditions (2)
Auditor
mandatory if 2 of the following 3 thresholds are crossed: €4 in total balance sheet, €000 in turnover and 000 employees (company alone or at the head of a group of companies)
mandatory if the company is a "significant" subsidiary of a "small" group (exceeding the thresholds presented below) and exceeding, for its part, 2 of the following 3 thresholds: €2 total balance sheet, €000 € turnover and 000 employees
(1) accounting simplifications for small businesses exist and also an exemption from drawing up the management report (2) Companies may request that their complete annual accounts not be published if they do not exceed 2 of the following 3 criteria: balance sheet total = €350, net turnover = €000, workforce = 700 employees. They can request that their income statement be made confidential if they do not exceed 000 of the following 10 criteria: balance sheet total = €2, net turnover = €3, workforce = 6 employees. Finally, they can ask for a balance sheet and a simplified appendix to be published if they do not exceed 000 of the following 000 criteria: balance sheet total = €12, net turnover = €000, workforce = 000 employees (accounts closed since May 50, 2)
Summary of the assessment of the various companies
The different forms of commercial companies are varied, both in their configuration and their functioning.
The data in these tables can help you compare different legal statuses for your business, but it's best to hire a professional for a more detailed analysis.
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CEO & founder of the blog fondation-entreprise-ricard.com, passionate about French law, I write my blog articles to help companies in their legal procedures. Find me every week for new articles on business and entrepreneurship.
