La SARL is a commercial organization limited liability which is very popular today. It is one of the two options most commonly chosen by entrepreneurs who wish to operate in a company. The SARL may consist of a single member, which gives rise to a EURL.
La SARL is a commercial structure limited liability which is very common these days. This is one of the two most common options chosen by project leaders who want to operate in society. A SARL may be made up of a single partner, which gives rise to a EURL.
La SARL is a type of business limited liability which is very common today. This is one of the two options most frequently chosen by project leaders who wish to practice in a company. A SARL may be constituted by a single member, which gives rise to a EURL.
La SARL is a commercial form limited risk very common today. This is one of the two options most commonly chosen by entrepreneurs wishing to operate as a company. A SARL may be incorporated by a single partner, which gives rise to a EURL.
Activities carried out by limited liability companies
Most commercial tasks are authorized to be carried out in SARL, provided that they are legal and possible. Whatever its corporate purpose, the SARL is a trading company.
However, certain activities are prohibited for LLCs:
- Insurance, capitalization and savings activities,
- Medical biology laboratories.
In addition, certain activities cannot be carried out in a limited liability company because they require other legal forms, such as tobacconists, which must be created in the form of a general partnership.
Learn more : the corporate purpose of an LLC
Capital of the limited liability company
A SARL must determine its share capital in its articles of association, with no minimum amount limit. A SARL can also have variable capital.
Contributions in SARL
In SARL, the partners have the possibility of carrying out cash contributions, contributions in kind and contributions in industry.
Contributions in industry do not contribute to the formation of social capital.
In case of'in-kind contributions, the appointment of a contribution commissioner is not mandatory if:
- None of the goods contributed has a value greater than 30 euros,
- And the total of in-kind contributions does not represent more than half of the registered capital.
For more information : the contributions of partners in SARL
Members of an LLC
At least a person is required for the formation of an LLC and the maximum number of partners is 100. If only one person joins, then it is a one-person SARL or EURL.
In return for the contributions they make to the SARL, the partners receive shares. These titles allow them to enjoy several rights:
- Financial benefits (dividends, settlement premium, etc.),
- Political rights, with in particular the right to vote in assemblies,
- Information rights, both permanently and prior to each meeting,
- Other rights, such as the right to ask questions of the manager, the right to sue and the right to request management expertise.
The members of the SARL must observe many obligations:
- They are liable for social liabilities as part of their contributions,
- And they undertake to release the funds and/or the goods that they provided to the SARL when it was created.
Learn more : the conditions for becoming a partner of an LLC
Administration of the LLC
The administration of the SARL is ensured by the manager or the group of managers when there are several.
Le CEO of LLC represents the company towards third parties and is authorized to take decisions in all circumstances on behalf of the company.
Towards the shareholders, he can execute all the actions which are in the interest of the company, but his powers can be limited by the statute. However, these restrictions are not imposed on third parties.
Shareholders' votes in limited liability companies
The decisions to be made by the community of partners are voted on at general, ordinary or extraordinary meetings depending on their type.
It is possible to vote by mail except in the following cases:
- Approval of the annual accounts,
- Determination of bond issue,
- Approval of changes to the share capital under the regime of a safeguard or recovery plan,
- Request from a partner to hold a general meeting.
The meeting process is as follows:
- The manager convenes the partners by registered letter, the e-mail indicating the agenda,
- The convocation must be sent at least 15 days before the meeting is held (8 days to replace a deceased manager), the articles of association may increase this period,
- The place of the meeting is determined in the statutes.
The voting process is as follows if the statutes do not provide for a higher majority:
In ordinary general meeting :
-
First vote, by absolute majority (total votes greater than half of the shares, with one share equal to one vote),
-
Second vote, by relative majority (total votes greater than half of the shares belonging to the shareholders who took part in the vote).
In extraordinary general meeting for LLCs created before 04/08/2005 :
by a majority of shareholders representing at least three quarters of the shares.
In extraordinary general meeting for SARL created since 04/08/2005 :
A quorum is required, ie a certain number of associates must be present for the vote to take place.
- First vote, by a two-thirds majority of the shareholders present or represented with a necessary quorum of a quarter of the total shares,
- Second vote, by a two-thirds majority of the shareholders present or represented with a necessary quorum of one-fifth of the total shares.
Finally, the following decisions must be taken unanimously by the partners:
- Change of nationality of the company,
- Transformation into CNS, riding a SAS or in a limited partnership,
- Merger-absorption by SAS,
- Transition to the voting rules applicable to SARLs created since 04/08/2005, for those created before 04/08/2005,
- Increased associate engagement,
- And appointment of a contribution auditor in the context of a capital increase by contribution in kind, if the partners do not intend to go through the judge for this appointment.
Votes of the members of a Limited Liability Company
The choice of the community of partners are taken by general, ordinary or extraordinary assemblies according to their type.
It is possible to vote by mail except in the following cases:
- Annual authorization of financial statements,
- Determine the issue of bonds,
- Approval of a change in share capital as part of a safeguard or recovery plan,
- Request from a partner to hold a general meeting.
The functioning of the meetings is as follows:
- The manager convenes the partners by registered letter, the message having in particular to mention the agenda,
- The convocation must be sent at least 15 days before the meeting is held (8 days to replace a deceased manager), the articles of association may increase this period,
- The place of holding of the assemblies is fixed in the statutes.
For votes, the rules are as follows if the statutes do not provide for a higher majority:
In ordinary general meeting :
-
First consultation, by absolute majority (total votes greater than half of the shares, with one share equal to one vote),
-
Second consultation, by relative majority (total votes greater than half of the shares belonging to the partners who took part in the vote).
In extraordinary general meeting for LLCs created before 04/08/2005 :
by a majority of shareholders representing at least three quarters of the shares.
In extraordinary general meeting for SARL created since 04/08/2005 :
A quorum is required, ie a certain number of associates must be present for the vote to take place.
- First consultation, by a majority of two thirds of the shareholders present or represented with a necessary quorum of one quarter of the total shares,
- Second consultation, by a majority of two-thirds of the shareholders present or represented with a necessary quorum of one-fifth of the total shares.
Finally, the following decisions must be taken unanimously by the partners:
- Change of nationality from
Other particularities of the SARL
Below are the main legal properties of the SARL :
- The LLC must have a social designation obligatory ;
- La life of the LLC is specified in the statutes, it can last up to 99 years;
- The end date of the financial year is specified in the statutes, each financial year having a duration of 12 months, unless there is an exception (in particular for the first financial year),
- The legal status of the manager depends on his share of participation in the SARL, he can be classified as self-employed or assimilated employee,
- Transfers of shares generally require authorization to be obtained.
Drafting of the statutes of an LLC
La constitution of a limited liability company requires the establishment of statutes which must be completed with the following information:
- Legal form: limited liability company,
- Duration of the structure,
- Company Name,
- social objective,
- Address of the head office,
- Amount of share capital,
- Deposit of funds related to cash contributions,
- Evaluation of any contributions in kind (one by one),
- Procedures for subscription of shares in industry,
- Distribution of shares,
- Release of shares.
In addition to these obligatory mentions, it is necessary to add operating rules of the SARL:
- Everything concerning the management of the company (appointment, powers, remuneration...),
- Modalities associated with collective decisions,
- Opening and closing dates of accounting years,
- Means of profit sharing…
The articles of association are drawn up in writing, by private deed or by notarial deed.
Any change to the statutes requires a special decision of the partners (with the exception of rare exceptions).
Procedure for setting up an LLC
If you want set up an LLC, you must submit a file to a business formalities center including:
- a copy of the articles of association signed by all the partners,
- an M0 form completed and signed by the manager (or authorized person) in triplicate,
- a power of attorney from the manager, if he is not the one who signs the M0 form,
- the certificate of the depositary of the funds,
- the legal announcement of the creation of the SARL,
- the justification for the regular use of the premises of the registered office,
- for regulated activities: a supporting document,
- a possible copy of the contribution auditor's report,
- the act of appointment, if any, of the auditor and his deputy,
- the act of appointment of the managers, if this is not specified in the articles of association,
- for each manager: a declaration of non-conviction, a certificate of filiation and a copy of an identity document,
- costs filing of an LLC.
Appointment of the Statutory Auditor in SARL
THEinduction of an auditor in SARL may occur :
- Mandatory when the company reaches specific thresholds (see below),
- At the request of one or more partners representing at least:
- 10% of the capital in the event of a legal request,
- 33,33% of the capital for the reasoned request to the company.
Thresholds are crossed when the SARL exceeds, at the end of the financial year, 2 of the following 3 thresholds:
- 8 euros excluding tax in turnover,
- 4 euros in total balance sheet,
- And an average workforce of 50 employees.
These thresholds should be assessed at company level and, where appropriate, at group level (if it represents the parent company). In the event that the SARL is a subsidiary of a group that exceeds 2 of the 3 thresholds below, it must appoint its own CAC as soon as it alone exceeds 2 of the 3 thresholds below:
- 4 euros excluding tax in turnover,
- 2 euros in total balance sheet,
- And an average workforce of 25 employees.
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