The ITS is reserved for companies with very high potential. It reassures investors and helps to raise funds. But it is also subject to the rules for the operation cumbersome and burdensome.

1. The SA (public limited company): what is it ?

The SA (or limited company) is a company tell capital : it brings together people who may not know each other and whose participation is based on the capital they invest in the company. It is relevant to the ambitious projects. The proof : it requires a minimum share capital of 37 000 euros, and convened two shareholders at a minimum (seven minimum for a SA listed on the stock exchange).

50% of the share capital (or 18 a minimum of € 500) must be paid at the time of the constitution of the SA. The creators shareholders have five years to pay the add-in and thus achieve the total capital announced at the time of creation.

2. Has reserved the status of HIS ?

Choose this status, it is a little play in the court of the “great”. On the one hand because the operation is cumbersome (appointment of auditors to protect the interests of the shareholder, several management bodies : board of directors or supervisory board and management board …) and, secondly, because the start-up capital are high. We find this legal form in the sectors of industry, biotech, health care… that require large investments to develop.

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This form of societal also the favors of the investors to the extent that the powers and responsibilities of directors are fully and clearly defined.

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3. What are the advantages of the SA ?

• An ideal status to raise funds. For a creator, HIS is the best way to convince investors to enter the capital. The shareholders, whose financial responsibility is limited to their contributions to capital, have considerable powers through general meetings, where they decide on the allocation of dividends, the appointment and dismissal of directors or amendments to the bylaws. They benefit from a priority subscription to new shares, and the freedom to sell their shares when they want it. The SA is also very well perceived by investors, because it is the legal form that is best suited for an ipo.

• An attractive tax regime. The president and the director general are taxed in the category of wages and salaries. They can apply the lump sum deduction for professional expenses of 10% or deduct the actual costs and justified.

• A regime favorable social. The chairman and the director-general is governed by the rules of the “assimilated workers”, that is to say that they benefit from the system of social security and pension of the employees, in respect of their leadership, and this, regardless of the number of shares they hold in the company. Attention, however, they are excluded from the unemployment insurance scheme.

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note : the president may hold the office of president with an employment contract (entered into prior to its appointment) on functions of distinct techniques. In this case, it is not covered by the job center that if it is possible to establish a relationship of subordination between him and the company.

• Attracting talent. SA facilitates the recruitment of top executives through the grant of stock options or share subscription warrants (BSA).

4. What are the disadvantages of the SA ?

• A very framed. The company is managed by a board of directors comprising 3 to 18 members, which determines the orientations of the activity and ensures their implementation. The president is appointed by the board of directors from among its members.

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The director-general appointed by the board of directors, or failing him, the chairman of the board of directors, ensures the current management of the company and represents the company in its relations with third parties.

The frequency of meetings of the board of directors is not regulated.

The shareholders meet at least once a year in ordinary general assembly (AGO) for the approval of the accounts. Decisions on the amendment of the articles of association are taken in the extraordinary general meeting (EGM) with a majority of 2/3 of the votes.

• No safeguards for leaders . The president is revocable without cause or notice by the board of directors.

5. SA (public limited company) : what to remember

Constitution of the company

1. Number of associates.

– 2 shareholders minimum.

– 7 shareholders minimum for HIS publicly traded.

2. Mamount of minimum registered capital. 37 000 euros.

Rules of operation

3. Direction. The company is managed by a board of directors composed of three to eighteen members.

4. Decision-making. The director, president or not, is responsible for the management of the company. The ordinary decisions and the approval of the accounts are carried out by the shareholders during the ordinary general assembly.

5. Responsibility of the leaders. It is limited to contributions, except in the case of fault management.

tax and social

6. Regime corporate tax and taxation of benefits. The company is subject to Corporate tax. Option to the IR as possible for HIS age of 5 years, subject to certain conditions.

7. Remuneration of the executive . It is deductible against profits.

8. Social regime (or) officer(s). The president and the executive director are considered employees, but are excluded from the unemployment insurance scheme.

The information in this article have been verified the 29/04/2019. VF