A sub-category of liberal exercise companies (SEL), the single-person simplified joint-stock company, more easily referred to by its acronym SELASU, is a legal form adapted from the single-person simplified joint-stock company (SASU), but reserved Regulated liberal professions, that is to say who depend on a professional order (lawyers, notaries, doctors, architects, judicial administrators, etc.) who do not wish to be associated or wait to do so.
How does SELASU work?
The mode of operation of the SASU is simplified and offers great flexibility of management , in that the sole partner, and therefore the sole shareholder of the latter, is the sole decision-maker. The social liability of the partner remains limited to the amount of his contribution, but in the event of professional misconduct committed in the exercise of his functions, his personal assets may be committed alongside the assets of the company.
The fixing of the share capital in a SELASU is free and decided unilaterally by the sole shareholder, who is also free to make contributions in cash, in kind or mixed. Contributions in industry can be made, but are not taken into consideration in the constitution of the share capital.
Recourse to the contributions auditor is not compulsory, unless the contribution in kind has a value greater than 30,000 euros, or if the total of the contributions in kind exceeds half of the share capital.
Last point concerning the constitution of SELASU's capital: half of the cash contributions must be paid up upon registration in the Trade and Companies Register (RCS).
Tax and social regime of the SASU
From a fiscal standpoint, SELASU is subject to the income tax system, which is then taxed at a rate of 33.33%.
The sole shareholder has a right of option for income tax , offered within the limit of 5 fiscal years, where the taxation of profits is carried out under non-commercial profits (BNC).
On the social level, the sole shareholder of SELASU is assimilated as an employee , which means that he benefits, in return for the payment of social security contributions, from social security coverage under the general social security system.
What formalities to constitute a SELASU?
The creation of a SELASU, in that it involves the exercise of a regulated profession, presupposes the completion of a prior formality, since the sole shareholder must imperatively obtain, before registration, the approval of the authority competent professional, or his inscription on the list or on the board of the order on which he depends . At this stage, there are no common rules and the procedures vary according to the professional organizations.
Once the approval has been obtained, as for all company incorporations, the creation of a SELASU requires, as a first step, the drafting of the articles of association . At this stage, the sole shareholder is quite free in drafting SELASU's operating rules, as long as they comply with the law and morality. The statutory provisions must also mention the identity of the sole shareholder, and specify the corporate purpose, knowing that the latter is limited to the exercise of a single activity , and can in no case be multidisciplinary.
At the same time, the SELASU being formed must obtain from a banking establishment, a certificate of deposit of the share capital in an account.
The continuation of the formalities is then carried out by the publication of an announcement of incorporation in a newspaper of legal announcements .
The company creation file is then completed, then submitted, for registration, via the single window for companies, completed with all the supporting documents, such as the proof of occupation of the premises used by SELASU, but above all the chosen option regarding the tax system.
End of SELASU, possibility of becoming a SELAS
Finally, concerning the end of the SELASU, this results either from the arrival of the term fixed at the time of its creation, from the judicial liquidation of the company or its early dissolution, from the achievement or extinction of its purpose company, if not the cancellation of the partnership contract, or even the death and retirement of the sole shareholder.
If a transfer of shares is envisaged in SELASU, it only requires the opinion of the sole shareholder. In this case the SELASU becomes a SELAS with one or more shareholders.
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