The shareholders of a Simplified Joint Stock Company (SAS) can make contributions cash, in kind or industry to form social capital. It is not necessary to have a minimum capital when creating an SAS. Only one partner must present at least one share and two partners must provide at least two shares.
Check this page for detailed information on the different possible contributions in SAS.
The partners of a SAS have the possibility of making three types of contributions: cash, nature and industry. Only the contributions of goods (thus in cash or in kind) contribute to the constitution of the social capital. No minimum amount is required for the creation of an SAS. It must be represented by an action when there is only one partner (SASU) and at least two actions for an SAS.
See this information sheet for more details on the types of contributions possible in SAS.
The cash contributions are constituted by the cash contributions paid by the partners which are incorporated into the share capital of SAS. In return, the latter receive shares of the SAS, in proportion to the amount of their contributions.
According to the legislation, at least half of the cash contributions must be released at the constitution, the rest can be released in one or more installments during the following 5 years.
Within 8 days of their payment, the partners must deposit their cash contributions on behalf of the company in formation:
A list of subscribers must also be communicated at the same time as the deposit of funds. This list indicates the surname, first name and domicile of the money contributors and the sums paid by each of them.
The fund custodian is required to communicate the list of subscribers to each money contributor.
The funds will then be released on presentation by the president of the SAS of the Kbis extract, in order to prove that the company is registered in the trade and companies register.
In the event that the company is not incorporated within 6 months following the deposit of the funds, the partners may seek legal reimbursement of the contributions they have made.
The law requires the SAS associates to immediately release at least half of the total amount of capital subscribed by cash contributions, and then to release the balance if necessary within 5 years from the registration of the company.
Even if the partners benefit from a financial advantage by deferring the payment of part of the funds over a maximum period of 5 years, there are some disadvantages that should not be overlooked:
The partner who makes cash contributions to the SAS can benefit from two tax reduction schemes, which cannot be combined: the income tax reduction (IR) and the wealth tax reduction ( ISF).
We will not discuss these tax advantages in detail on Business and Law. For more information on this subject, you can read this article: tax benefits on subscriptions to the capital of SMEs.
Another option for associates is to make in-kind contributions to SAS. Participants will receive shares in exchange for the assets they contribute to the company.
Footnotes : the share capital of the SAS can only be made up of contributions in kind.
All in-kind contributions made should be included in the SAS statutes, with the description and valuation of each of these assets, the identity of the partners concerned by these contributions and the number of shares that were given in exchange.
The presence of a contribution auditor is required in the event of contributions in kind to an SAS.
The contributions auditor is appointed by the president of the commercial court. He must be chosen from among the auditors or from among the experts registered on one of the lists drawn up by the courts. However, the partners have the option, unanimously, of appointing a contribution auditor themselves.
The Sapin 2 Law has transposed the cases of exemption from recourse to a contributions auditor as they are applicable to the SARL. It is now authorized, by unanimous decision of the partners, that recourse to this professional will not be made when the value of any contribution in kind does not exceed 30 euros and when the value of all contributions in kind does not exceed half social capital.
For the in-kind contribution to be valid, two cumulative conditions must be met:
A contribution in kind must be paid in full when the company is registered, and not later. The company will become the owner of the goods contributed in kind when it is registered in the trade and companies register.
It should be noted that all risks related to assets subject to in-kind contributions are also transferred to the company at the same time as the transfer of ownership.
The partner who makes a contribution in kind is required to guarantee the company on the following points:
The contributions to industry are possible in SAS and have the following characteristics:
When the partner is a natural person, he can offer the company specific know-how and knowledge, what is called a contribution in industry, for the duration of his association. He may not engage in activities that compete with those of the company.
The articles of association must define the mode of remuneration for contributions in industry as well as the voting rights which will be granted to them.
Shares representing contributions in industry are inalienable during their existence because they depend on the value of the contributor's work.
