Eurl: definition and status

November 2017

The man company with limited liability (Eurl), or one-man Sarl, is a limited liability company to a single partner, who has some specific characteristics. Presentation of this form of business.

Definition

The EURL is a company with a single partner. It is thus subject, except modifications provided for in the statutes of the EURL, legal rules applicable to the LLC (which, for its part, has multiple partners). The single partner may be the manager of the company, but it is not mandatory.

The EURL is intended for entrepreneurs who wish to start their own project. However, in a business development perspective, they may later decide to associate with other people by selling shares to allow one or more other partners to enter the capital.

Share capital

The share capital is freely defined by the sole shareholder. The latter therefore free to start the business with a capital corresponding to its needs and to its size. With one condition: if cash contributions, they must be released at least 20% of their value during the creation of the EURL. The balance of this amount must be paid within 5 years after. Example: after its creation, the company can show a capital of 50 000 euros even though the partner has paid 10 000 (20%), leaving it to him to pay the remaining balance within 5 years.

Responsibility

The liability of the sole shareholder is limited to its contributions. In principle, creditors of the company can not pay the property of the partner. However, in case of mismanagement, the responsibility of the sole partner manager can be engaged on his personal property. In addition, banks often ask the managing partner to wear personal guarantee in case of the company's failure to pay his debts.

formalities

The creation of a EURL suppose to accomplish a number of constitutional formalities. The main approach is based in part on the adoption of the Articles of EURL (see a model statutes EURL) and secondly on its registration, including the requirement to publish a notice of constitution in Newspaper of legal notices.

tax system

The EURL should it be imposed on the IS or IR? It depends ... These tax rules EURL as the sole shareholder is the manager or not.

single individual associated

The Eurl is subject to income tax as a partnership (Snc, etc.).

Associated sole manager

The sole general manager is treated as an individual entrepreneur: he is subject to the social system of non-employees, remuneration is not deductible and imposed in the category corresponding to the Company's business (BIC, BNC, etc.) for the entire share profit, distributed or not.

sole shareholder is not a manager

The only non-managing partner who has no operations in the company is not in any compulsory social security. He won in the category for the company's business (BIC, BNC, etc.) for the entire share profit, distributed or not.

Non managing partner

The managing partner is not fiscally and socially assimilated to an employee. His compensation is deductible and sole shareholder is taxed in the category corresponding to the Company's business (BIC, BNC, etc.) for the entire share profit, distributed or not.

Corporation tax (IS)

The Eurl can also opt for corporation tax. The managing partner is then in the tax and social situation of the majority manager. The non-managing partner is treated as a single partner Sarl.

Several elements are taken into consideration whether a EURL must opt ​​for the IS or IR. It is advisable to seek the advice of a professional (tax expert, accountant ...) before making his choice.

Associated single entity

When the sole shareholder is a corporation, the Eurl is necessarily subject to corporation tax as conventional Sarl without possibility of option.

Micro-BIC

Since the Act Fir, EURL whose sole managing partner is a natural person can opt for the micro BIC regime.

Advice

The EURL therefore has advantages and disadvantages. Here is a list of the main criteria for choosing whether to create a business and you are free to adopt this status.

Advantages

The share capital is freely defined by the sole shareholder. Except in special cases mentioned above, its heritage is not identical with that of the company. The company can also be easily transformed into SARL or SAS, through a simple modification of the statutes. In addition, the shareholder has the choice to opt for the IS in a tax optimization goal.

disadvantages

The formalities and costs of incorporation and management are much heavier than those applicable to the individual company (drafting of statutes, MD advertising accounts, etc.). In addition, the contractor can not be an employee of the company. It will therefore contribute to the plan of TNS (non-employees), less protective than the employees' scheme.

See also


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