The investments made in the share capital of a SASU can be done either by cold hard currency, either nature. In both cases, the Commercial Code stipulates provisions to be observed in order to achieve the investments in the share capital of a SASU.
The sole shareholder can also provide technical skills or services to the SASU and receive shares in exchange for their participation. This is a contribution to industry which does not, however, contribute to the constitution of social capital.
Deposits of funds for the share capital of a SASU
The fund deposits are sums of money contributed to the share capital of the SASU.
Shares resulting from cash contributions may be paid up to half of their nominal value upon subscription to the shares.
The sole shareholder must transfer the funds corresponding to the deposits of funds on behalf of the SASU in formation, either to a notary, or to a bank, or to an investment company or a company authorized to carry out the custody activity. and administration of financial instruments, or at the Caisse des dépôts et consignations.
The payment must be accompanied by a list of subscribers indicating the surname, first name and domicile of the sole shareholder, as well as the sums he has paid.
In the event of partial release, the balance must be paid, in one or more instalments, within five years from the registration of the company, upon call for funds from the president of the SASU.
Non-monetary contributions to the capital of a SASU
The non-monetary contributions are goods other than sums of money which are paid into the share capital of a SASU. The description and the estimate of each contribution in kind must appear in the statutes of the SASU.
The Sapin 2 law, which entered into force on April 28, 2018, provides that the use of an optional contributions auditor in the SASU is possible if the following two conditions are met:
- the value of any contribution in kind does not exceed €30,
- and the value of all contributions in kind not subject to assessment does not exceed half of the share capital.
In addition, a simplification has also been instituted for individual entrepreneurs who create a SASU and whose assets contributed to the capital of the company appeared in the last balance sheet: they can also dispense with having recourse to the contributions auditor.
It is therefore now possible not to appoint a contribution auditor under certain conditions, similar to what is applicable to SARLs and EURLs in the event of a contribution in kind. The decision not to use a contribution auditor must be taken by the sole shareholder of the SASU.
In the absence of an assessment by a contribution auditor or when the value retained for a contribution is different from that proposed by the auditor, the sole shareholder is jointly and severally liable for 5 years towards third parties for the assessment retained. .
If an auditor must intervene, it is up to the sole shareholder of the SASU to appoint him. The professional will draw up a report on the evaluation of the non-monetary contributions.
Mentions related to contributions to be included in the statutes of a SASU
THEdeed of incorporation of a SASU must comply with Article R. 224-2 of the French Commercial Code and mention the following information relating to contributions:
- the identity of the contributor of a contribution in kind,
- the assessed value of the contribution in kind,
- and the number of shares allocated in return for the contribution in kind.
A report drawn up by a contribution auditor must be attached to the SASU's articles of association.
Although not required by the Commercial Code, a contribution in cash can be described in the articles of association and mention:
- the identity of the donor of a cash contribution,
- the amount paid as a cash contribution,
- and the number of shares given in exchange.
