How to transform an EURL into a SASU?

Change the legal status by EURL in SASU involves a decision by the sole shareholder, an adjustment of the articles of association and the performance of several obligations.

This guide explains how to proceed with the transformation of an EURL into a SASU, step by step :

1. Appoint a transformation commissioner
2. Take the decision to transform the EURL into a SASU
3. Update the company's articles of association
4. Publication of a legal announcement
5. Carry out the formalities related to the transformation

Step 1: the intervention of the statutory auditor

The EURL already has an external auditor

If the EURL is already accompanied by an external auditor, the appointment of a statutory auditor is not mandatory.

However, the auditor in office must produce a document on the operation, a copy must be provided to the business formalities centre.

The EURL does not have an external auditor

If the EURL is not supervised by an external auditor, it is imperative to appoint a statutory auditor responsible for determining the value of the assets making up the share capital. Its assessment is contained in a report, a copy of which must be filed with the business formalities centre.

The statutory auditor must be chosen from among the auditors or among the specialists registered on one of the lists drawn up by the courts and tribunals.

Phase 2: the sole shareholder makes the decision to transform the EURL into a SASU

At the beginning, the sole partner of the EURL (Unipersonal Limited Liability Company) must decide to change the structure of the company into a SASU (Unipersonal Simplified Joint Stock Company). This decision is recorded in the minutes of decision of the sole shareholder of the EURL.

Before this step, a report must be prepared by the manager when the latter is not the sole shareholder of the company.

The sole shareholder's decision report

The sole shareholder must record his decision to change the company to a SASU in a decision report.

Here is an example of a sentence that can be used to transcribe the transformation decision:

The undersigned [nom], holder of [nshadow] shares, i.e. all of the shares of the Company [dsocial name] ;
Sole shareholder of the said Company
Single-member limited liability company with capital of [mamount] euros, whose registered office is [address] , registered in the Trade and Companies Register under number [nnumber] SCR [vgirl],
Which envisages the transformation of the said company into a simplified joint-stock company.

In addition, the minutes must contain a second decision when the sole shareholder himself appoints the conversion commissioner. In this case, it is necessary to mention the appointment and identity of the mandated professional.

A copy of the sole shareholder's decision must be sent to the business formalities centre.

Registration of the tax decision

The sole shareholder's decision must be registered with the tax department within one month of the date of the report. This formality is chargeable.

Step 3: adaptation of the statutes for the transition to the SASU

Following this, it is necessary to modify the EURL statutes to adapt them to the rules required for the SASU. It will be necessary to carry out a revision of the EURL statutes. The main changes to be made are:

• amend the paragraph of the articles of association relating to the legal form to indicate that it is a one-person simplified joint-stock company (and no longer a one-person limited liability company), and the replacement of the legal form in all other paragraphs ;
• modify the paragraphs referring to the securities representing the share capital, which are now shares (and no longer shares);
• update the article of the articles of association concerning the management of the company, which is now represented by a president (and no longer by a manager);
• modify the thresholds and situations requiring the appointment of an auditor (the conditions are not the same as in EURL).

Step 4: an announcement must be published to announce the transition to SASU

By proceeding with the transformation of an EURL into a SASU, publicity formalities must be completed. This announcement, published in a newspaper specializing in legal announcements, must contain certain mandatory information. In this article, we explain how to make the legal announcement for the transformation of an EURL into a SASU: The legal announcement of the transformation of an EURL into a SASU. A certificate of publication provided by the newspaper must be submitted to the business formalities center.

Step 5: administrative procedures related to the transformation

To carry out the transformation of an EURL into a SASU, it is necessary to submit a complete file to the competent body who controls the company and which includes:

• an M2 form,
• a copy of the amended articles of association,
• a copy of the sole shareholder's decision,
• a certificate of publication in a newspaper of legal announcements,
• a copy of the report of the transformation auditor, or of the auditor when the company has one,
• and the check for the costs of formalities with the registry.

• the transfer of the registered office of an EURL
• the modification of the corporate name of an EURL
• modification of the corporate purpose of an EURL
• the replacement of the manager of an EURL
• the increase in share capital of an EURL