La creation of a single-person simplified joint-stock company (SASU) imposes the respect of certain rules and theexecution of steps administrative required. Foundation-company-ricard lists them in an article that aims to answer the question: how to create an SASU ?
Here are steps to follow for the constitution of a SASU:
- Check that the necessary information is gathered,
- Choose the name of the SASU,
- Determine the location of the SASU's head office,
- Set the lifetime of the SASU,
- Identify the contributions made to the SASU,
- Drafting the statutes of the SASU,
- Publish a notice of creation of SASU in an official journal,
- Submit a registration application to the Business Formalities Center (CFE).
Validate that all the requirements to constitute the SASU are met
There is no legal restrictions prohibiting a person from become the sole partner of a SASU. In theory, this is possible regardless of their origin or age. However, certain obstacles, such as the partner being an unemancipated minor or a person under protective supervision, may in fact exist.
In addition to these points, if the SASU carries out a regulated activity, additional conditions may be required (possession of a diploma or a particular qualification). Authorization may even be required.
Select the name of the SASU
Each SASU is characterized by its corporate name, which is like a first name for a natural person. Therefore, the sole shareholder must opt for social designation for its SASU. In practice, he can choose freely, provided that it is legal and not be not protected, for example by trademark registration. It is recommended to make a research prior to the INPI. Once chosen and after the registration of the company with the RCS, it will be acquired by the SASU. Property can be protected under the same conditions.
Determine the seat of the SASU
It is necessary that determine the registered office full SASU. This address may be at a location owned or leased by the company; and even, in some cases, at the president's residence. In the latter case, the domiciliation must be temporary if provisions limit the domiciliation rights of the head of the SASU (clause contained in his lease for residential use, for example). It cannot exceed 5 years. Otherwise, it is final. Once the seat has been chosen, proof of regular occupation of the premises must be provided (rent receipt, commercial lease, certificate of ownership, etc.).
Assign a validity period to the SASU
The sole shareholder must establish the duration of the SASU he wishes to found. He can define this element in a way:
- Explicit (in number of years without exceeding 99 years)
- Indirect (based on a particular event).
He may also provide that the company will dissolve on a specific date.
The law allows him to extend the term later, but this extension cannot occur automatically. Any provision to the contrary included in the articles of association is without legal effect.
List the contributions given to the SASU
The sole shareholder must carry out contributions which will form all or part of the share capital of its SASU. It is authorized to make contributions in:
- Numerary (funds paid into the company's bank account),
- Nature (objects brought for use or ownership which will be available to the company),
- Manufacturing (provision of know-how, skills or special services).
Only contributions in cash and contributions in kind will contribute to forming the social capital. The contribution in industry is expressly excluded.
In the case of contributions in kind, their valuation must be confirmed by a contribution auditor appointed by the sole shareholder. However, it is not mandatory to use it when:
- The overall contribution in kind does not exceed half of the share capital and no contribution in kind exceeds the sum of thirty thousand euros,
- The sole partner was already carrying out an activity in his own name prior to the creation of his SASU, that he kept accounts and that the property contributed appeared in the assets of his last balance sheet.
If the contributions auditor is not called upon for a valid reason, the sole shareholder remains responsible for the value that he has attributed to his contributions in kind with regard to third parties for a period of 5 years. Similarly, if he retains an assessment different from that made by the commissioner, he exposes his responsibility.
With regard to contributions in cash, they must be deposited in a banking establishment, with a notary or at the deposit and consignment fund. These funds will be placed in an account in the name of the company being formed and used upon presentation of the company's Kbis extract.
Drafting the statutes of the SASU
A next step is the composition of the statutes of the SASU. These statutes must be written and contain various data. Here are the points to consider:
- Essential :
- The legal form (single-person simplified joint-stock company),
- La duration of the SASU,
- THEcorporate purpose of the SASU,
- The corporate name of the SASU,
- The head office of the SASU,
- The amount of the share capital (as well as the possible variability clause of the share capital),
- And the provisions relating to contributions (deposit of funds for cash contributions to the SASU, description of each contribution in kind as well as the methods of remuneration for contributions in industry),
- Complementary :
- The number of shares making up the capital, their form, the description of any categories of shares as well as their share in the share capital,
- The period at the end of which the shares received in return for a contribution in industry will be subject to a revaluation,
- The terms and conditions for the distribution of profits and the liquidation bonus,
- The conditions of direction of the SASU (appointment of the president of the SASU, powers and limits, remuneration, creation of a management committee, etc.),
- And the provisions relating to the decision-making of the sole shareholder,
- recommended :
- The indication that the decision-making power vested in the sole shareholder belongs to the community of SAS shareholders,
- The insertion of clauses restricting the free transfer or transfer of shares (joint exit clause, pre-emption clause, approval clause, etc.),
- And the insertion of various clauses (exclusion clause for example).
- Optional :
- The opening and closing dates of the financial year,
- The operation of the partners' current accounts,
- And the conditions for appointing an auditor.
The only member must initial the statutes of the SASU.
Communicate an announcement of creation of SASU in a newspaper
One month after the adoption of the statutes, the sole shareholder must provide information to third parties on the foundation of his SASU by means of a legal notice published in a newspaper authorized to distribute it. This ad is called " SASU creation announcement“and must contain specific details:
- Company name of the SASU;
- Legal form (single-person simplified joint-stock company);
- Amount of the share capital of the SASU;
- Address of the registered office of the SASU;
- Objective (summary) of the SASU;
- Lifetime of the SASU;
- Surname, first name and address of the chairman;
- Location of the court registry that will receive the registration application file.
Preparation and sending of a SASU file to the CFE
It is necessary to complete a large number of documents and send them to the Center de Formalités des Entreprises (CFE) or to the registry of the Commercial Court (TC) to set up a SASU. This process can also be done online, on theInfogreffe.
Here is Parts list to provide :
- A copy of the SASU statutes signed and certified,
- A certificate of publication in a newspaper of legal announcements,
- A report from the contributions auditor in the event of contributions in kind,
- A completed and signed M0 form,
- An identity document of the president,
- Proof of occupancy of the registered office,
- A declaration of honor and a certificate of filiation,
- A payment covering the frais publication registry at Bodacc and INPI.
The CFE issues a deposit receipt as soon as the file is complete. Once the SASU is registered in the Trade and Companies Register (RCS), a Kbis extract is sent to the company.
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