The SAS is a legal form of company that was introduced in France in 1994. It quickly gained in popularity due to its great flexibility in terms of operation and governance. It is suitable for a wide range of activities, from setting up a small business to managing large corporations.
SAS: a flexible legal form for your business
The SAS is a commercial company with legal personality. It is created by one or more founders, who may be natural persons or legal entities. The company is governed by a set of articles of association that set out the rules governing its operation and governance.
The SAS is a particularly flexible legal form, as it allows the founders to set the company’s operating rules freely. The rules governing the governance of the company are set out in the Articles of Association and can be adapted to the specific needs of the company.
An SAS can be formed with a minimum share capital of €1. However, it is advisable tohave sufficient capital to ensure the smooth running of the company. Unlike SARLs, SASs do not have a maximum share capital.
Role and responsibilities of the chairman and shareholders
An SAS is managed by a Chairman, who may be a natural or legal person. The Chairman is appointed by the shareholders and may be dismissed at any time. He or she is responsible for managing the company and taking all the decisions necessary for its operation. The Chairman may delegate some of his powers to other persons, but remains responsible for the decisions taken.
SAS shareholders are liable for the company’s debts up to the amount of their contributions. They may be natural or legal persons and may hold ordinary shares or shares with different voting rights. The Articles of Association of an SAS may include approval clauses or pre-emption clauses that restrict the free transfer of shares.
An SAS may be set up with one or more statutory auditors, depending on its turnover or number of employees. The statutory auditors are appointed by the general meeting of shareholders and are responsible for auditing the company’s accounts.
Choice of corporation tax or income tax
An SAS is subject to corporation tax (impôt sur les sociétés – IS) on its profits. However, if the SAS meets the conditions, it may opt for income tax (impôt sur le revenu – IR) or for the partnership regime (SARL). Under the income tax regime, profits are taxed at the level of the shareholders, whereas under the partnership regime, the company is not subject to corporation tax and profits are taxed at the level of the partners.
In conclusion, the SAS is a particularly flexible legal form that is suitable for a wide range of activities. It offers great flexibility in terms of governance and operation, while protecting shareholders from the company’s debts.
