The sole partner of a EURL has the ability to bring goods other than cash to his capital. This form of contribution is called contribution in kind and is subject to regulations. Foundation-company-ricard describes them here.
Special features of a contribution in kind for an EURL
The contributions in kind represent assets other than sums of money, which may be movable or immovable (houses, land, etc.), tangible (tools, vehicles, furniture, etc.) or intangible (goodwill, trademark registrations, patents, software, etc).
In compensation for these contributions, the sole shareholder receives shares inEURL, the value and quantity of which are described in the statutes. If the partner is married and contributes property belonging to the community, he must inform his spouse and justify it in the deed of contribution. In some cases, he must even obtain his approval (for example, the contribution of a building). The spouse can renounce the status of partner or claim this status and obtain half of the shares (the EURL will then become a multi-person SARL).
Commitments made by the sole partner on his contributions in kind
The sole partner must provide the following assurances to his EURL concerning the contributions in kind that he makes:
- Warranty against hidden defects : the EURL must be able to use the goods provided in an adequate manner;
- Guarantee against eviction: the EURL must be able to dispose of the goods brought in peacefully.
Review of contributions by a contribution auditor
La valeur that the sole shareholder has allocated to each in-kind contribution must be examined by an auditor that he has previously designated.
There are, however, two distinct exceptions. They authorize an exemption from the contribution auditor's intervention and they may apply in one of the following cases:
- No contribution in kind has a value greater than €30 and the total value of contributions in kind does not exceed half of the share capital;
- The sole shareholder carried out his activity in his own name (EIRL or sole proprietorship) before the creation of his EURL and the item he contributes was part of the balance sheet of his last accounting year (this exemption has been effective since December 11, 2017) .
If an examination by a contribution auditor is dispensed with, the sole shareholder remains Oenology during five years, with respect to third parties, of the value attributed to the contributions.
Complete release of contributions in kind for an EURL
The in-kind contributions have to be fully paid up when the EURL is created. Once registered in the Trade and Companies Register (RCS), the company will become the owner of the goods contributed. While waiting for this registration, the sole shareholder must ensure the preservation of the assets.
The tax advantage for the subscription to the capital of SMEs which applies to EURL cash contributions does not apply here.
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To read also on the subject of the creation of an EURL:
