The partners of a limited liability company (SARL) have the option of providing society with one or more assets they own, which is called a contribution in kind. Foundation-company-ricard devotes this dossier to contributions in kind in SARL.
The partners of a limited liability company (SARL) have the opportunity to contribute to society by contributing one or more assets they own. This type of contribution is known ascontribution in kind. Foundation-company-ricard produced a special dossier dealing with contributions in kind in SARL.
Meaning and specificities of a contribution in kind for a SARL
Un contribution in kind is a contribution non-monetary carried out through the use of a mobile good ou real estate. It is not about providing funds or a monetary amount. This good can be tangible or intangible. For example, equipment (computers, transport equipment, industrial equipment, etc.), furniture, software, brands, patents, etc.
THEcontribution in kind contributes to the constitution of the share capital of the SARL. This means that its value is added to that of any cash contributions ; which is not the case for contributions to industry.
The partner who makes a contribution in kind will receive shares of the company. Number of shares allocated depends on the nominal value specified in the statutes of the LLC.
Securing the in-kind contributions of a SARL partner
When a contributing partner in kind joins a SARL, he must offer certain commitments to the company in order to protect it. These measures include a warranty against hidden defects and guarantee against eviction.
Each commitment offers specific protection:
- Hidden defects: assurance of normal use of the good;
- Eviction: securing ownership of the property without disturbance.
Valuing property contributed to an LLC
When a partner includes a property to the SARL, he must estimate the value. With two exceptions:
- No contribution in kind does not exceed 30 000 € ;
- Contributions in kind are not more than half of the capital.
Le commissioner of contributions can be named on the basis of a unanimous decision of the shareholders. Otherwise, he is appointed by the president of the commercial court. Once his mission is completed, this professional gives a investigation report with its assessment opinion. The partners can decide not to follow its recommendations, but they will be jointly and severally liable for this value for 5 years.
Release of contributions in kind in SARL
The shares which are issued as a reward for contributions in kind have to be fully paid upon subscription. This implies that the partner must transfer ownership of the property to the SARL and make it available to it.
During the incorporation of the LLC, the partner must properly maintain the property(ies) to ensure that it(they) function(s) correctly at the time of a transfer. This transfer will take place during theregistration from the company to RCS (Register of Commerce and Companies).
