What is the difference between a SARL and a SAS?

SAS or SARL are two legal forms popular with French entrepreneurs. Knowing the specificities of each of these structures is essential to know which one is best able to meet your specific needs as a professional.

As a reminder: SAS means a simplified joint-stock company, while a SARL means a limited liability company. For more details on the procedures associated with each business creation, see also: create a SAS and SARL creation. What is AGI? How is it calculated?

SAS and SARL creation process

The SARL like the SAS can be formed by several partners, or by a single partner. In this case, we speak of EURL (a one-person company with limited liability for the SARL) & of SASU (a one-person simplified joint-stock company). In SARL, the maximum limit on the number of partners is set at 100. In SAS, there is no limit.

SARL and SAS have very similar creation formalities. Thus, you will need to take the following steps in both cases:

  • Drafting of company statutes
  • Designation of partners
  • Define duration of existence for the company
  • Define a corporate purpose for the company
  • Make a capital contribution and specify its nature (cash, nature, industry)

With regard to the declaration of the company, the procedures for the SAS and the SARL are also similar. In particular, it is necessary to complete an M0 form and to publish a notice in a journal of legal notices. What Is a Financial Plan, and How Can I Make One?

Appointment of a contribution auditor

Since 2017, the SARL and the SAS are not required to appoint a contribution auditor, if:

  • The company’s total contributions in kind are less than 30,000 euros;
  • The majority of the company’s share capital is not made up of contributions in kind.

On the other hand, the shares of the SARL are all of the same categories. SAS shares, for their part, may have different statuses.

The legal status of the spouse in SARL and SAS

The spouse of a partner in SARL is better protected than the spouse in SAS. Indeed, for a partner married under the communist regime, the spouse must be informed in SARL. He is entitled to claim half of the titles if the company understands the contribution of a common good.

In SAS, on the other hand, the contributions of common goods for a married couple do not require information or prior agreement.

In addition, the majority of managers of SARL can designate their spouses as collaborating spouses. This status authorizes him to exercise activity in the company and to obtain full social protection. This process can be carried out at a low cost because the spouse is not paid. The formalities are also simplified (no payslip, no employment contract, etc.).

In SAS, there is no way to recognize the place or the contribution of a collaborating spouse to the functioning of the company. How to buy shares in 2022? Complete guide

Running a SARL vs SAS: the main differences

The SARL is founded by partners and managed by one or more managers named in the articles of association at the time of the creation of the company, or later in a separate act. The managers of an LLC are necessarily natural persons.

The SAS is managed by a president who can be a natural person, but also a legal person. It is important to note that there can only be one president of SAS (against several managers in SARL). Managing directors may be appointed in addition to the president to represent the company and make management decisions.

In addition to the chairman, other management bodies can be set up by the partners freely.

The social regime for SAS managers vs SARL

One of the major differences between the SARL and the SAS lies in the regime and the social protection granted to the managers. The SAS considers its managers, as soon as they receive remuneration, as assimilated employees. They are therefore affiliated with the general social security scheme.

The manager of SARL, meanwhile, is considered to be an independent worker (in the case of the majority of managers of SARL). He contributes to the social security of the self-employed, whether he receives a salary or not. If he is a minority and receives remuneration, he is affiliated with the general social security system. Do you know what the most attractive zodiac signs are?

Both schemes offer their own advantages and disadvantages, but in this respect, the SARL is more advantageous than the SAS since it allows the partners to choose their social charges, depending on the number of shares.

To learn more about the advantages and disadvantages of the two structures, see also:

  • SAS advantages and disadvantages
  • SARL advantages and disadvantages

In general, self-employed workers pay less social security contributions than assimilated employees, but in return, they benefit from less protection, particularly in terms of retirement.

Since 2013, TNS partners who work in companies subject to the corporate tax must also pay social security contributions on dividends whose amount exceeds by 10% the sum obtained with: share capital + issue premiums + amount received in their account.

Taxation in SARL and SAS

In principle, the SARL as the SAS are subject to corporation tax, but in both cases, it is possible to opt for income tax for several years at the creation of the company.

There is an exception in SARL: that of the family SARL. Indeed, LLCs that are formed by people with a direct family relationship (or brothers and sisters, spouses, and PACS partners) can opt for the regime of partnerships and be taxed with unlimited IR. With the exception of the family SARL, therefore, the SARL and the SAS are subject to the same tax rules.

The operation of the SARL vs SAS

The SAS allows much more freedom than the SARL in terms of operation. Indeed, the rules of the LLC are very framed by the Commercial Code and leave little room for the free will of the partners. This can be an advantage for partners who need a clear and secure framework for their company. In return, the SARL offers less freedom of operation.

Depending on the nature of the activity, the profile of the associates, and the expected growth, it may be more advantageous to opt for one or the other of the companies. Neither is better than the other, it just depends on the type of structure you are looking for.

In general, entrepreneurs who are called upon to create and supervise large-scale projects with very different partner profiles prefer SAS. The SARL is ideal for family activities, as well as for companies with 2 to 3 partners.

To facilitate the management of their company, entrepreneurs can be accompanied byFINOM. FINOM is a turnkey financial solution for professionals that allows you to open a French IBAN account in 48 hours online. You get physical and virtual bank cards with 0% commission and up to 3% cashback.

FINOM also offers an intelligent solution for controlling and managing expenses and an invoicing tool for creating invoices in a few clicks. FINOM also integrates with major accounting software. As soon as the SARL or SAS is opened, a client can quickly open a professional account online.

SARL and SAS creation costs

Because the steps to create a SARL and a SAS are very similar, the associated costs are too. In addition to the costs of administrative procedures such as the publication of a legal announcement or the costs of the registry, the drafting of the articles of association can also be an expensive process if the partners choose to use professionals.

In SARL, the commercial code regulates the structure quite well, but in SAS, the use of a professional for the drafting of the statutes is often necessary, a fortiori if the number of associates is high and to clarify the role of the various bodies of management. It takes between €1,500 and €2,000 to have your statutes drawn up by a professional.

In addition, different rates apply to the sale of shares. In SARL, the registration fee is 3% (after deduction of 23,000 euros – in proportion to the percentage of shares held). In SAS, on the other hand, the observation of an assignment is simply made by transfer and subject to a duty of 0.1%. It is therefore the SAS that is more advantageous in terms of the sale and transfer of shares. What Are the Benefits and Properties of Aquamarine Stone

In summary

The SAS and the SARL have many points in common in terms of their creation and management. Their main differences are at the level of the social protection of the leaders and the costs of the transfer of shares.

Generally, professionals agree that the SARL is suitable for smaller projects or family projects. The SAS is ideal for large-scale projects which allow the entry of several associates and which require a more flexible mode of management.

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