EURL vs SASU (and vs Sole Trader): Choosing France's Single-Owner Structures

EURL vs SASU vs sole trader: the single-owner question

Going alone in France leaves three serious structures on the table. The EURL (entreprise unipersonnelle à responsabilité limitée) — a SARL with a single shareholder, not a different form of company. The SASU (société par actions simplifiée unipersonnelle) — the single-member SAS. And the sole trader (entrepreneur individuel), whose 2022 status automatically splits the personal patrimony from the professional one without any formality. All three let one person run the business alone; what separates them is how the profits are taxed, which social regime charges the owner, what a spouse can claim, how the exit is priced — and how much formalism the owner signs up for.

The comparison rewards precision, because the differences sit exactly where founders assume similarity. The EURL and the SASU look like twins — one shareholder, limited liability, free capital — yet they put their owner in different social regimes, tax their profits under different default systems, and price a future sale at 3% against 0.1%. This guide runs all three side by side: what each is, taxation, social status, the spouse question, the liability screen, day-to-day formalism, and the exits.

What each status actually is

The EURL is a variety of the SARL comprising a single shareholder — an individual or a company — governed by the SARL's rules except for the particularities tied to having one owner. That identity carries a practical gift: moving from an EURL to a plural SARL when a partner joins is not a transformation and takes no special formality (though it can flip the tax regime, as set out below). The same person can hold several EURLs — one per business — and an EURL can itself be the sole shareholder of another EURL. The law even publishes free model articles for the owner-managed EURL, applied automatically at registration unless the founder files his own (C. com. art. L 223-1 and D 223-2) — a convenience with a trap, since the model does not organise the later passage to a plural SARL.

The SASU is the single-member SAS: one shareholder, individual or corporate, a president who may be a natural person or a legal entity, and the SAS's contractual freedom. Adding shareholders takes no particular formalism either — and the company's tax seat does not move: the SAS, single-member or plural, stays under company tax. The sole trader, finally, is not a company at all: since the reform of 14 February 2022 (loi 2022-172) he holds two patrimonies by operation of law — the professional one his business creditors can reach, and the personal one they cannot, with his main residence unseizable by right (C. com. art. L 526-1). Both liberal professions and trades can now be run through either single-member company, the liberal professions having been expressly opened to the EURL and SASU forms (ord. 2023-77 of 8 February 2023, art. 40).

Taxation: the deepest divide between EURL and SASU

Here the twins separate completely. An EURL whose sole shareholder is an individual belongs by default to the partnership regime: the company's profits are taxed directly in the owner's hands at income tax, in the category matching the activity, whether or not he withdraws them — and his remuneration is not a deductible charge but part of the taxed profit. The regime has a genuine advantage in hard beginnings: where the EURL runs a professional trading activity at a loss, the deficits offset the owner's global household income. A gérant sole shareholder can even, on income tax, use the micro-enterprise regime. The EURL can instead opt for company tax (impôt sur les sociétés, IS) — and where the sole shareholder is a company, IS applies mandatorily, with no partnership translucidity for the parent.

The IS option changes the economics point by point: the owner is taxed only on what the company actually pays him; profits put to reserves are not taxed in his hands; his remuneration becomes deductible for the company and is taxed under Article 62 of the tax code like salary (CGI art. 62), with the capped 10% deduction or actual expenses; dividends bear the 30% package unless he opts for the progressive scale with the 40% allowance; the SME rate applies within its limit; deficits carry forward without time limit, or back against the prior year's profit to generate a receivable on the State; and the option opens two doors — it anticipates the regime the company will hold anyway if it becomes a plural SARL, and it permits the rental of shares, reserved to IS-taxed SARLs. The price: economic double taxation of distributed profits, the loss of the small-business capital-gains exemptions reserved to IR entities, and no deduction of interest on loans taken to buy the shares. One caution runs through the whole IS route for an owner-gérant: a fraction of dividends and shareholder-loan interest — the part exceeding 10% of the capital, share premiums and shareholder loan account — is charged to his self-employed social contributions and reinstated in the CSG-CRDS base (C. séc. soc. art. L 131-6, al. 3).

The SASU skips the whole discussion: it is under IS in every case, with one temporary escape — the 5-year income-tax option for qualifying young companies. The sole trader sits at income tax on his profit as it arises, with the option of assimilation to a single-member company that brings IS without creating a company — a mechanism the classic treatment itself describes as recent enough to deserve further clarification, where the EURL offers settled legal certainty.

Your social status: self-employed against employee-equivalent

The owner's social regime is the second structural split, and it does not depend on choices — it follows the form. The shareholder of an EURL who works in the company, as gérant or otherwise, belongs to the self-employed workers' scheme (C. séc. soc. art. L 611-1); the owner-gérant cannot claim the employee regime and cannot hold an employment contract with his own company. The sole trader sits in the same self-employed scheme. The SASU president, by contrast, is assimilated to an employee like the chief executive of an SA: paid, he belongs to the general scheme, whatever his shareholding.

The contribution bases follow. In an EURL at income tax, contributions are computed on the taxable profit, with certain tax reliefs reinstated. In an EURL under IS, they are computed on the net remuneration for the mandate — plus the fraction of dividends and shareholder-loan interest exceeding 10% of the capital, share premiums and shareholder loan account, reinstated in the CSG-CRDS base as well. The SASU president's base is his remuneration, dividends excluded. On the gaps, the two owners are more alike than either expects: neither acquires employee unemployment cover from the role — both fall back on the self-employed workers' allowance in its narrow cases (judicial liquidation, judicial rehabilitation, cessation of a non-viable activity) or on personal insurance. A gérant sole shareholder on income tax can also run the micro-social regime, contributing on turnover at the rate for his activity.

Two adjacent positions complete the map. A non-shareholder gérant of an EURL, paid, belongs to the general employee scheme, and can combine the mandate with an employment contract for distinct technical duties under real subordination to the sole shareholder; unpaid, he belongs to no scheme at all. And the sole shareholder can himself be an employee of his EURL — but only if he is not its gérant, holds a genuinely effective job, and works under subordination to the person who is (Cass. soc. 11 July 2012, no. 11-12161; 16 January 2019, no. 17-12479).

The spouse question: where the EURL is exposed and the SASU is not

Married under a community regime, the owner of an EURL carries a risk the SASU owner does not: the spouse can claim the status of shareholder for half of the shares subscribed or acquired with community property (C. civ. art. 1832-2) — and the claim, if made, ends the single-member character of the company. Transferring community shares requires the spouse's consent even where the spouse is not a shareholder; contributing the couple's business to the company requires it too (C. civ. art. 1424); and a contribution of common property made without informing the spouse, with the information evidenced in the articles, exposes the contribution to annulment (C. civ. art. 1427). The SASU is structurally immune: shares are negotiable securities, the claim to shareholder status does not attach to them, and the spouse in whose name shares are registered transfers them freely. For a married founder, this single row of the comparison can decide the form.

The liability screen, tested against real cases

The founder chooses a single-member company essentially to be sole master of the business — exactly as a sole trader is — while strictly limiting the financial risk to his contributions. The reasoning is exact, and the case law backs it where it matters: a bank that lent to an EURL without asking the shareholder for a guarantee could not pursue the owner-gérant when the company failed to repay, absent any confusion between the patrimonies (CA Paris 9 February 1999, no. 1996/18826). The company's personality is a real screen: the shareholder does not own the assets, and creditors of the company deal with the company.

Three qualifications keep the picture honest. First, the guarantee: banks routinely ask the gérant — or his spouse — to stand as caution. The choice of the EURL does not lose its point for that: tax and social liabilities are not, in principle, guaranteed, and the caution enjoys protective rules, notably proportionality (C. civ. art. 2300) — the courts held a bank liable for taking a €929,000 guarantee from a gérant's spouse whose income was €1,067 a month with no assets (Cass. com. 17 December 2003, no. 01-13419). Second, failure: if the EURL stops paying its debts, none of the shareholder's assets enters the collective proceeding — but a gérant whose management fault contributed to a shortfall of assets in a judicial liquidation can be ordered to bear all or part of the debts (C. com. art. L 651-2), and it is enough that the fault was one cause of the shortfall among others (Cass. com. 21 June 2005, no. 04-12087). Third, the comparison with the sole trader has reversed on one point: the sole trader's main residence is unseizable by right and he can declare other personal real estate unseizable — protections the shareholder of an EURL does not have, his defence being the company screen itself. One prohibition rounds out the frame: the EURL cannot lend to, or guarantee the commitments of, its individual sole shareholder — operations the law admits only for a corporate sole shareholder.

Running the company solo: decisions, accounts and the formalism that comes with the screen

The single-member company trades the sole trader's informality for corporate discipline — and the discipline is precisely what keeps the screen standing. The sole shareholder exercises the powers of the general meeting alone: approving the accounts once a year, amending the articles, appointing a non-shareholder gérant, dissolving. Every decision is recorded in a numbered and initialled register of decisions, which may be kept electronically; a decision taken outside it can be annulled at the request of any interested party. Delegating the sole shareholder's powers is impossible. Agreements between the company and the sole shareholder are simply mentioned in the register; an agreement between a non-shareholder gérant and the company is approved by the shareholder on a report — with prior authorisation required only where the company has no auditor.

The accounting side runs on the SARL's rails with single-member simplifications. Annual accounts and the inventory must be prepared — with criminal exposure for failing to — and filed with the registry or through the Guichet unique, an injunction backing the obligation. Where the sole shareholder is also the only gérant (or, in a SASU, the individual president), filing the signed accounts and inventory within 6 months of year-end counts as approval — one formality doing two jobs. The management report is dispensed where the company stays under 2 of 3 thresholds — €7.5 million balance sheet, €15 million turnover, 50 employees (C. com. art. L 230-1, L 232-1 and D 230-1) — and even where it is due, filing it is dispensed provided it is kept available to any interested person. The auditor thresholds are the common ones: 2 of 3 among €5 million balance sheet, €10 million turnover and 50 employees, with the group-head and subsidiary variants. What disappears entirely is the sole trader's comfort: he renders account to nobody and publishes nothing — and pays for it with the absence of any screen. And the day-to-day rule the classic treatment states bluntly for the company owner: the sole shareholder cannot simply draw from the till — remuneration follows its formalism, which is the price of the separation of patrimonies.

Exits and growth: selling, adding a partner, passing the business on

The exits are where the structures price themselves. Selling an EURL means selling the shares by written deed — with the 3% duty after an allowance equal, per share, to the ratio between €23,000 and the total number of shares (CGI art. 726) — usually simpler than selling a business as such, where the sale of a fonds de commerce triggers a 1-month registration, legal announcements, creditor opposition and a price locked pending it, at duties of 0% up to €23,000, 3% to €200,000 and 5% beyond (CGI art. 719). Selling a SASU moves by account entry at a flat, uncapped 0.1%. Two lifecycle facts favour both companies over the sole trade: the owner's death does not end the business by operation of law, and free transmission of shares is simpler than transmitting a business. Growth mechanics diverge again: a partner joining an EURL creates a plural SARL with no formalism but a possible flip of the tax regime; a partner joining a SASU changes nothing fiscally, the SAS staying under IS. Funding follows the forms: both raise by capital increase, shareholder loan account or borrowing — but only the SASU can issue bonds and other securities freely, the EURL's bond issues being reserved to companies with an auditor and 3 years of existence, all other securities prohibited.

For a retiring owner, the source stacks three specific reliefs on the EURL side of the ledger: the gérant retiring after at least 5 years, holding no more than 50% of the buyer's rights and selling all his shares in a small or medium enterprise, can be exempted on the capital gain (CGI art. 151 septies A); an income-tax EURL run professionally for 5 years stays wholly exempt on asset-sale gains under €250,000 of trading turnover or €90,000 for services (CGI art. 151 septies); and the retiring sole shareholder can assign the commercial lease the EURL holds even for a different activity (C. com. art. L 145-51). And where the future clearly points to negotiable shares, the EURL is not locked in: it can transform into a SASU and bring its transfers under the 0.1% duty.

EURL vs SASU vs sole trader: the full comparison table

Frequently asked questions about EURL vs SASU

This guide states the rules applicable to the EURL, the SASU and the sole trader as most recently updated, including 2024 thresholds and duties; figures and thresholds are revised regularly. It is general information, not legal or tax advice for your situation. Before choosing a structure, opting for a tax regime or signing a guarantee, take advice on the rules and figures in force at the date of your decision.