A joint stock company (SASU) has the possibility of realize an increase in its share capital. To do this, procedures and formalities must be carried out. Foundation-company-ricard explains to you the steps to follow for increase the capital in SASU :
- Make the decision to increase capital,
- Record the sole shareholder's decision report,
- Modify the statutes of the SASU,
- Write and publish a legal announcement,
- Submitting a modified registration request.
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Article summary
ToggleProcedure for increasing the share capital of a SASU
Adoption of the decision to increase the capital of the SASU
THEsole shareholder of a SASU exercises the powers incumbent on all the partners in an SAS. It is therefore he who takes the decision to increase the capital of its SASU. However, formalities must be observed: he must record this decision in the minutes of the sole shareholder's decision.
In addition, the increase can be done in two ways:
- Either by increasing the number of shares making up the capital,
- Either by a face value increase existing shares.
Increase in the capital of a SASU by cash contributions
This is the most common capital increase in practice. The sole shareholder can carry it out all at once or in two separate decisions. In the latter case, he first determines the overall amount of the increase and then gives the Chairman authority to carry it out.
Here is an example of decision of the sole shareholder ofincrease the share capital of its SASU by creating new shares :
Decision number [number] - Increase in capital
The sole shareholder, after noting that the share capital was fully paid up, decides to increase the capital by an amount of [Amount of capital increase] euros, to bring it from [Amount of former share capital] euros to [Amount of new share capital] euros, by creating new shares, to be subscribed and paid up in cash.
The new shares will be subject to all statutory provisions, assimilated to the old shares and will enjoy the same rights, from [date].
Here is an example of a decision by the sole shareholder to increase the share capital of his SASU by face value increase existing shares:
Decision number [number] - Increase in capital
The sole shareholder, after noting that the share capital was fully paid up, decides to increase the capital by an amount of [Amount of capital increase] euros, to bring it from [Amount of former share capital] euros to [Amount of new share capital] euros, by increasing the nominal value of the [Number of shares forming the capital] shares, of [Old face value] euros to [New face value] euros each.
Here is an example of a decision subscription to the capital increase by the sole shareholder:
Decision number [number] – Subscription to the capital increase
The sole shareholder notes that the [Number of shares issued] new shares issued at the price of [Amount] euros, making up the capital increase of [Amount of capital increase] euros were subscribed in full by himself, by means of a cash payment of [Amount paid] euros, here [Amount paid] euros.
If the company increases its capital by drawing on its reserves, it should be mentioned in the minutes by including a specific mention.
Increase the capital of a SASU with contributions in kind
when SASU increases its capital by contributions in kind, it is required to intervene commissioner of contributions. It's'sole shareholder which generally designates this professional. The contributions auditor must assess the contribution made by the sole shareholder. If the latter sets a different value, he risks his liability for 5 years. The drafting of a contribution contract is then necessary.
The sole shareholder must approve the contribution and state his decision in the minutes of the capital increase:
Decision number [number] – Approval of contribution
The sole shareholder, after hearing the reading of the Contribution Agreement dated [dated] pursuant to which he contributes to the company [goods contributed], valued at [Assessment of contribution in kind] euros and the ratio of [Name of contribution auditor], Auditor appointed on the date of [Date of designation], approves this contribution as well as its evaluation.Decision number [number] – Increase in share capital
The sole shareholder, after having heard the report of the Contribution Auditor, decides, as remuneration for the approved contributions, to increase the share capital by an amount of [Amount of capital increase] euros.
Increase the share capital of a SASU
The increase in the share capital of a Simplified Single-Person Joint Stock Company (SASU) is carried out according to a well-defined procedure.
The decision to increase the SASU's share capital
The decision rests with thesole shareholder of the SASU. He must first determine the amount of the increase.
Decision number [number] - Increase in capital
The sole shareholder decides to increase the share capital of the company by [Former share capital] euros to [New share capital] euros through the creation of [Number of actions created] new shares of [Par value of one share] nominal euros each, fully paid up. The new shares will be subject to all statutory provisions, assimilated to the old shares and will enjoy the same rights, from [Date]. The sole shareholder recognizes sincere and true the declaration of distribution and release of new shares made in the contribution contract by [Surname and first name of the president], president, and by the contributor.
Hypothesis in which the sole shareholder does not exercise the mandate of president of the SASU
In general, the sole partner of a SASU exercises the functions of president. But, it could be another person. In this case, the corporate officer must write a report and send it to the sole shareholder before he makes his decision. Here is its content:
- Reasons for increasing share capital,
- Conditions provided for the operation (nature of the contribution, release, etc.),
- Methods of carrying out the operation (increase in the number of shares or the nominal value).
The sole shareholder must indicate that he has read this report before making his decision:
Decision number [number] - Increase in capital
The sole shareholder decides, after hearing the reading of the management report and after noting that the share capital was fully paid up, decides to increase the capital […]
Recording of the minutes of the decision to increase the capital of the SASU
The decisions taken by the sole shareholder appear in a record. This document must be the subject of a registration to the territorially competent business tax department.
On this occasion, the tax administration collects a fixed duty 375 euros (or 500 euros if its capital exceeds 225 euros). However, it carries out the registration free of charge if the increase is realized by means of an incorporation of profits, reserves or provisions.
The modification of the statutes of the SASU
The share capital is information that appears in the statutes of the SASU. Thus, any changes made should be clearly reflected there. For this, it is necessary to modify the statutes of the SASU :
Decision number [number] – Rectification of the statutes
As a result of the above decisions, the sole shareholder decides to modify as follows the articles [Contributions article number] et [Article number on registered capital] statutes :
" ARTICLE [Number] Contributions
It was contributed to the capital of the Company:
– upon incorporation, a sum of [Amount of initial share capital] euros.
– during the capital increase decided by the sole shareholder on the date of [Date of capital increase decision], a sum of [amount of capital increase] euros in cash or by incorporation of reserves [if applicable] or by means of a contribution granted by [Name of contributor] of the following goods [Description and evaluation of contributions]. "
" ARTICLE [Number] Share capital
The share capital is set at the sum of [Amount of new share capital] euros.
It is divided into [New number of shares] actions of [Par value of one share] euros each released and allocated to the sole shareholder.
The sole shareholder expressly declares that these shares have been fully subscribed and paid up [Terms of release]."
The sole shareholder must, in principle, carry out the legal formalities himself. However, he can ask the person of his choice to carry them out in his name and on his behalf:
Decision number [number] - Delegation of power
The sole shareholder delegates all powers to the bearer of a copy or an extract hereof for the purpose of carrying out
Carry out the legal procedures for the capital increase of a SASU
Drafting and distribution of a legal notice
Everyone should be aware that the company is increasing its share capital. For this, it has to publish, within one month, an announcement in a specialized newspaper. I'legal notice of capital increase of a SASU must be published in a newspaper covering the department where the company's head office is located.
An example of a legal announcement for the capital increase:
[Legal name of the company]
[Judicial form of society]
[Address of the registered office of the company]
[Amount of former share capital]
[Siren number] RCS [City]According to the decisions of the sole shareholder of [date of the decision], it was decided to increase the amount of the share capital by [former share capital] euros to [new share capital] euros:
– by issuing [number of newly issued shares] shares, each with a par value of [nominal value of a new share]
– by increasing the par value of the shares.
Article [number] of the Articles of Association has been amended accordingly.
Amendment to the Trade and Companies Register of [City].
For notice and mention.Request an amending entry in the Trade and Companies Register
The company's share capital is registered in the trade and companies register, as well as on the Kbis extract. In the case of a SASU which increases it, this information must be modified. This is the last stage of formalities. The company must then submit a amended registration request including some parts:
- Copy, certified true, of the minutes of the decisions of the sole shareholder containing a mention of its registration;
- Certified true copy of the modified SASU statutes;
- Copy of the certificate of publication of the legal announcement;
- Form M2 duly completed;
- Check for payment of frais transplant and others.
The file can be submitted by post or directly online on the web.
The increase in the capital of a SASU is a fairly complex operation to carry out. It is governed by numerous rules (less restrictive than in SAS) and must respect a very specific framework.
Do you want to increase your capital? Use our partner service: I change my capital!
RELATED ARTICLES ON AMENDMENTS TO SASU STATUTES:
- Change the corporate purpose of a SASU
- Changing the company name of a SASU
- Transfer the registered office of a SASU
- Replace the president of a SASU
What is the minimum capital to create a SASU?
Answer: The minimum capital to create a SASU is 1 euro.
What is the procedure for increasing the capital of a SASU?
Answer: The procedure for increasing the capital of a SASU consists of drafting an act recording the capital increase and filing it with the registry of the commercial court.
What is the maximum amount that can increase the capital of a SASU?
Answer: The maximum amount that can increase the capital of a SASU is limited to the sum of the capital already constituted and the capital to be constituted.