Comparative table of the legal structures of the main companies

The tables presented here compare the main legal structures available to promoters of business creation projects.

COMPARATIVE TABLE OF THE LEGAL STRUCTURES OF THE MAIN COMPANIES UNDER FRENCH LAW


31/07/2020    

The tables presented here below compare the main legal structures available to promoters of business creation projects. We set out the following points:

  • Number of partners;
  • Responsibility of partners;
  • Responsibility of leaders;
  • Capital amount;
  • Net profit taxation;
  • Executives compensation tax regime;
  • Social scheme for managers;
  • Social scheme for partners.

 

  COMMERCIAL COMPANIES NON-COMMERCIAL COMPANIES
 

Individual companies
and EIRL

EURL SARL S.A. SAS and SASU SNC SCOP ASSOCIATIONS SCI
NUMBER OF PARTNERS It consists only of the individual entrepreneur. One single partner (natural or legal person) > 2 partners minimum
> 100 maximum
(physical or legal persons)
> 2 partners minimum in unlisted companies 
> 7 partners minimum in listed companies
> Partners may be physical or legal persons  

> Minimum 1 partner
> No maximum
(physical or legal persons)

> Minimum 2 partners > No maximum
(physical or legal persons)

> 2 partners minimum (Scop SAS)
> 2 partners minimum (maximum 100 for Scop SARL)

> At least 7 partners (Scop SA)

> 2 members minimum
> No maximum
> 2 members minimum
> No maximum
RESPONSIBILITY OF PARTNERS Liability of the individual entrepreneur over all of his personal property with the exception of his main residence. Other real estate can be protected by a declaration of exemption from seizure. In the event of an option for the EIRL, it will be able to isolate its personal property from the prosecution of professional creditors. The partner's liability is limited to the amount of his contributions, unless he has committed management errors. The partners' liability is limited to the amount of their contributions. The partners' liability is limited to the amount of their contributions. The partners' liability is limited to the amount of their contributions. Partners are jointly and severally liable on all of their personal properties. The partners' liability is limited to the amount of their contributions. Non-executive members are not responsible. Partners are liable on all of their personal properties.
RESPONSIBILITY OF LEADERS Civil and criminal liability of the entrepreneur Civil and criminal liability of the manager Civil and criminal liability of the manager(s) Civil and criminal liability of the manager(s) Civil and criminal liability of the manager(s) Civil and criminal liability of the manager(s) Civil and criminal liability of the manager(s) Civil and criminal liability of the manager(s). Liability reduced under certain conditions when the manager performs his duties on a voluntary basis. Civil and criminal liability of the manager(s)
CAPITAL AMOUNT In this case the share capital does not exist. > Amount freely fixed by the partner, according to the needs of the company
> Compulsory release of 20% upon incorporation and the balance within 5 years
> Amount freely fixed by the partner, according to the needs of the company
> Compulsory release of 20% upon incorporation and the balance within 5 years.
> 37,000 euros minimum
> Compulsory release of 50% of the contributions to the constitution and the balance within 5 years
> Amount freely fixed by the partner, according to the needs of the company
> Compulsory release of 50% of the contributions to the constitution and the balance within 5 years
> Amount freely fixed by the partner, according to the needs of the company
> Full release of contributions to the constitution is not compulsory. The balance will be paid at the request of the management.
> €18,500 for Scop SA
> €30 for Scop Sarl or SAS
> There is no social capital.
> Members can make contributions with the possibility of recovering them when the association is dissolved.
No minimum
NET PROFIT TAXATION > The business owner is directly liable for income tax.
> In the event of an option for EIRL, possibility of opting under certain conditions for corporate tax.
> The company is not taxed, the sole shareholder is taxed directly for income tax as in a sole proprietorship.
> The EURL can opt for corporate tax and thus the manager will pay tax on the income on his remuneration and the company will be taxed on the net profit to the corporation tax.
> The net profits are subject to corporation tax and the remuneration of managers to income tax.
> The company may opt for income tax in the case of family SARL or, under certain conditions, for SARL less than 5 years old.
> The net profits are subject to corporation tax and the remuneration of managers to income tax.
> The company may opt for income tax under certain conditions, for SA less than 5 years old.
> The net profits are subject to corporation tax and the remuneration of managers to income tax.
> The company may opt for income tax under certain conditions, for SAS less than 5 years old.
> The company is not taxable. Each partner is taxed on his share of profits for income tax (in the category of industrial and commercial profits).
> The company can however opt for corporate tax.
> Profits are subject to corporation tax.
> Exemption from corporation tax for the fraction of profits distributed to employees in respect of the participation and for that set aside as part of the investment provision.
> Associations which make profits, with for-profit purposes, are subject to corporation tax at the standard rate.
> Non-profit associations benefit from a reduced corporate tax rate on their only income from assets.
> Non-profit associations whose revenues ancillary sales do not exceed €60,000 per year, are tax exempt.
> The company is not taxable.
> Each partner is taxed on his share of profits for income tax (in the category of property incomes).
> The company can however opt for corporate tax.
EXECUTIVES
COMPENSATION TAX
REGIME
Income tax in the category corresponding to the activity of the company > Income tax in the category of industrial and commercial profits or non-commercial profits (EURL for income tax), or in that of salaries and wages (EURL for corporation tax).
> The sole associate manager of EURL at IR regime can choose the micro-enterprise tax regime.
Salaries and wages tax regime, except if the company opt for income tax > Salaries and wages for the chairman of the board of directors (for conventional SA)
> Unless the company option for income tax
Salaries and wages tax regime for the president, except if the company opt for income tax Income tax in the category of industrial and commercial profits Tax regime of salaries and wages Tax regime of salaries and wages if remuneration is paid. The manager can only be an employee if he is not a partner.
SOCIAL SCHEME FOR MANAGERS Self-employed workers scheme > Self-employed workers scheme when the manager is the sole shareholder
> Assimilated-employee when the manager is not a partner
> SARL submited to corporation tax:
- Minority or egalitarian manager: assimilated-employee
- Majority manager: self-employed
> Option to IR: See SNC regime
SA in classic form: the chairman is considered an employee. The other members of the board of directors do not come under any social security scheme because they are not remunerated for this function. The president is assimilated-employee in SAS and SASU subject to corporation tax. Self-employed workers scheme Managers are assimilated to employees in particular with regard to unemployment insurance. Managers are assimilated-employees under certain conditions.  
SOCIAL REGIME FOR
PARTNERS
No partners Self-employed
worker scheme
SARL subject to
corporate tax:
 employees scheme (if they have an employment contract)
SA subject to
corporate tax:
 employees scheme (if they have an employment contract)
SAS subject to
corporate tax:
 employees scheme (if they have an employment contract)
Self-employed workers
scheme
Employees scheme if they have an employment contract No working contract
possible for
members