A Simplified Joint Stock Company (SASU) has, like all other companies, a capital. The latter is defined in the articles of association and consists of monetary contributions and/or contributions in kind. Of the particular rules surround the release of funds (cash contributions), which is the process of release of share capital. Here are the conditions applicable to a SASU.
Capital flexibility: the different possible contributions in a SASU
A single associate of SASU can carry out three types of contribution to the share capital: the cash contribution (the most widespread), contributions in kind and contributions in industry (quite rare).
Only the cash contributions (amount of money) and the contributions in kind (material/immaterial property, movable/immovable) constitute the capital social. Contributions in industry (knowledge, skills, know-how, address book) do not make it up.
| Contribution Type | Authorized in SASU? | Include social capital? |
|---|---|---|
| Cash contribution | Yes | Yes |
| Contribution in kind | Yes | |
| Contribution to industry | No |
Release the capital of a SASU during the creation
The rules to follow when creation of a SASU with regard to the release of share capital are simple. They depend on the nature of the contribution: property or cash.
With the contributions in kind, they must be fully released immediately. This means that the sole shareholder must actually provide the goods he has promised to his company and make them available to him. He must allow it to dispose of them freely and use them in accordance with the provisions laid down. When the capital is mainly made up of contributions in kind (more than 50%) or when it includes a significant contribution (at least 30 euros), a contribution auditor should be appointed. The latter will verify the evaluation made of each contribution.
As regards the cash contributions, the sole shareholder may carry out a partial release. He can pay only half contributions of money that he undertook to make during the constitution. The president will collect the subscriptions and find an establishment to deposit the funds. It can be a bank, a notary or the deposit and consignment fund. He will open a temporary account in the name of the SASU. This can then be created. The presentation of the Kbis extract will release the funds.
However, a full non-release du share capital of a SASU may be the cause of Negative consequences . For example, if the company closes a financial year and it makes a profit, it will not be able to benefit from the reduced rate of corporation tax (IS) of 15%. It may not, moreover, distribute dividends to the sole shareholder. Finally, it will not have the right to deduct from its result the interest remunerating the contributions to the current account of the sole shareholder.
Release of SASU capital during its existence
The capital originally subscribed at the time of incorporation (not yet released at that time) is released following a call made by the president of SASU. The sole shareholder of the SASU is usually also the president, which allows the company to avoid formalities related to the investiture.
According to the rules mentioned above, the part of the capital paid up during the life of the SASU can be between 0 and 50% of the cash contributions. Liberation takes the form of a payment to the company's bank account (by check or bank transfer for example).
In principle, there is a time limit to be respected. THE SALE must be released, on one or more occasions, within 5 years after the date of creation of the SASU. If the president does nothing beyond this period, any interested party may ask the president of the court, ruling in summary proceedings, to resolve the situation.
