A SASU to a capital made up of various components called contributions. There are different types of contributions, notably in cash, in kind and in industry. Find out everything you need to know about the capital by SASU : definition, composition, rules and reconstitution.
A simplified joint stock company (SASU) has a capital which consists of various categories ofcontributions. We can distinguish several forms of contributions: in money, in kind and in industry. Find out everything you need to know about the share capital of a SASU : definition, structure, rules and reconstitution.
What are the elements that form the social capital of a SASU?
The sole shareholder of a SASU can contribute three contributions :
- Cash contributions : this consists for the shareholder to provide a sum of money for the launch of his project. These contributions must be deposited in a bank, with a notary, at the deposit and consignment fund or in an investment company. A part can be released upon subscription, the balance must be released within 5 years following theSASU registration.
- Contributions in kind : it is a good, tangible or intangible, contributed to the company by the sole shareholder. This contribution must be described and assessed in the articles of association or in a document annexed to them. In certain cases, recourse to a contribution auditor may be dispensed with.
- Contributions in industry : these are knowledge, know-how or services provided by the sole shareholder to its structure. Mentions related to these contributions must be present in the statutes.
Contributions in cash and in kind form the share capital of the SASU. Industrial contributions are not part of this capital. In exchange for his contributions, the sole shareholder receives securities called “shares”.
What is the minimum amount imposed for the capital of a SASU?
The law does not define no minimum amount for the capital of a SASU (with the exception of certain activities). It is therefore possible to set it at one euro (€1). The founder can freely determine in the articles of incorporation, but he cannot create an SASU without share capital.
However, endowing a SASU with one euro of capital can be risky. It should be borne in mind that the capital of a company serves as security for creditors. Low capital can therefore put off the company's future partners. In addition, capital can contribute to financing investments. Finally, a low capitalization can force the company to initiate very (or even too) quickly a procedure of realization of important losses.
Increasing the social capital can strengthen the credibility of the SASU.
What are the share capital requirements to be included in the articles of association of a SASU?
When the capital is fixed, the statutes of a SASU must absolutely contain, at a minimum:
- Le the amount underwritten by the sole proprietor as capital,
- Le number of actions issued and their format (bearer or registered),
- and face value of each title.
Personalized Additional Information must also be included if contributions are made:
- In kind (identity of the donor, valuation of each donation, number of shares received in exchange);
- Or in industry (nature of the contribution, duration, number of shares issued, rights and duties attached, etc.).
Is the share capital of a SASU necessarily unalterable?
A SASU can have a unstable social capital. The Commercial Code (CdC) strictly regulates this practice. In addition, the decision to use variable capital must be included in the constitutive acts of the SASU.
The latter must include information relating to a ceiling and to a plancher capital. Thus, all the variations between these two sums do not require any specific formality. In addition, they must specify the person or body authorized to take decisions concerning the increase or reduction of capital between these two limits.
Should we restore the share capital of a SASU during its existence?
When a SASU suffers heavy losses, it must undertake a procedure aimed at rebuilding its equity. This is more specifically the situation in which its equity becomes less than half of its share capital.
First of all, the sole shareholder must record the loss in a decision report. He then has a period of 4 months to make a decision on the future of his structure. He can choose to give up his activity or, on the contrary, to continue his exploitation. In the first case, he will have to dissolve it. In the second, he will have to proceed with the restoration of its share capital and has two accounting years to regularize its situation (realization of profits, capital reduction, capital increase or accordion blow). He must, in the meantime, publish a legal announcement and request an amending entry in the trade and companies register. Once the situation has been regularized, he will have to take similar steps.
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