SAS or SASU: Should You Start Alone or With Partners?

SAS or SASU: what changes when you start a French company alone

The SASU is not a different company form. It is an SAS with one shareholder — same articles, same president, same tax regime, same limited liability — and the abbreviation "SASU" does not even exist in the statute book. So the real question behind "SAS or SASU" is not which form to pick; it is whether to start alone or with partners, knowing that the company can move from one situation to the other with no conversion, no tax cost, and no change of legal identity. What does change with a single shareholder is a short list of specific rules — a decisions register, a hard 6-month deadline to approve the accounts, dormant transfer-control clauses, and a dissolution trap for corporate owners — and this article covers each of them.

SAS or SASU: the same company, with one shareholder instead of several

One person — natural or legal — can form an SAS. The company is then subject to the same rules as an SAS with several shareholders, apart from the single-shareholder specifics set out below. There is no minimum capital, and the articles must state the amount chosen.

The name follows the ordinary rule: it must be immediately preceded or followed by "société par actions simplifiée" or "SAS". "SASU" and "société par actions simplifiée unipersonnelle" are labels in common use, not names recognised by the statute — the company's documents say SAS whether it has one shareholder or twenty. One drafting point from the case law: where the sole shareholder's family name is part of the company name, it becomes the company's distinctive sign, and a founder who later sells all the shares can prevent the buyer from using that name only if the prohibition was stipulated in the sale.

The single-shareholder SAS is also a classic structure for group subsidiaries, with real advantages in group formation. An SAS can be the sole shareholder of another SAS — there is no limitation, and the parent can serve as president of its subsidiary at the same time. A foreign company can therefore hold and head its French subsidiary with a single entity, and one person, natural or legal, can create several single-shareholder companies in parallel. The registered office follows the ordinary SAS rules, including domiciliation at the president's home.

At registration, the file states that the company has a sole shareholder, and the subscriber list attached to the depositary's certificate carries a single name. An individual sole shareholder who is also the president is exempt from the incorporation notice in the official civil and commercial announcements bulletin (BODACC) — one of the small procedural simplifications the situation attracts.

Starting alone: why a SASU rather than a sole trader — and how it compares to an EURL

A founder starting alone in France is choosing between three set-ups: sole trader (entrepreneur individuel), the single-member SARL (EURL), and the single-shareholder SAS. The single-shareholder SAS answers needs the other two handle less well:

• Transmission. The company survives its founder: the death of the president does not end the business, and the shares can be passed to heirs in stages over time — one of the transmission advantages the single-shareholder SAS holds over sole trading.
• The exit costs less. Selling the shares is simpler than selling the business as assets (fonds de commerce), and the sale attracts a 0.1 % registration duty (5 % where the company is real-estate-dominant) instead of the business-sale scale — nil up to €23,000, then 3 % up to €200,000 and 5 % beyond. The valuation of shares also follows different rules from the valuation of a business.
• Financing. The company can raise outside money by issuing shares, bonds or composite securities, and can reward expertise with sweat-equity shares (apports en industrie) without an employment contract. A sole trader's financing is personal borrowing, usually secured on personal assets.
• The manager's status. A paid president of a single-shareholder SAS is covered by the employee-type general social-security scheme (assimilé salarié) — even where the president is the sole shareholder — and the normal, arm's-length remuneration of the president, and of a spouse working in the business, is deductible from the company's results. A sole trader is a self-employed worker for social security, and cannot deduct his own pay from the profit.
• Taxation under control. The company pays company tax (impôt sur les sociétés, IS); the founder is taxed personally only on what is distributed, so profits can be retained as reserves free of personal tax, and a company less than five years old can elect the partnership regime for up to five financial years, subject to conditions on activity, size and shareholding. A sole trader is taxed on the whole profit as it arises.
• No spouse complication. Moving from sole trader to company happens without any risk of the founder's spouse claiming shareholder status: SAS shares are negotiable securities, and the claim the law gives spouses in a SARL does not exist here.

The 2022 reform of the sole-trader status narrowed part of the gap — every sole trader now has a professional estate automatically separated from the personal one, shielded from business creditors except in cases such as tax or social-security fraud, conventional security or waiver. What the reform did not change: the sole trader still cannot bring in investors without creating a company, cannot deduct his own remuneration, keeps self-employed social cover, and sells the business at the asset-sale duty scale rather than at 0.1 %.

Against the EURL, the differences that decide cases are the head of the company and the exit path. The EURL's manager (gérant) must be a natural person, where a single-shareholder SAS can be headed by a company; its sole-shareholder manager is a self-employed worker for social security, where the paid SAS president is under the employee-type scheme; its cash contributions can be paid in one fifth at incorporation against half for the SAS; it can issue bonds only with a statutory auditor and three years of existence, and no other securities, where the SAS can issue ordinary and preference shares and composite securities; and when it opens to a second shareholder, an EURL taxed as a partnership changes tax regime, where the SAS stays under company tax. Under the SARL rules a spouse married under community of property can also claim shareholder status on shares subscribed or bought with common funds — a claim SAS shares do not carry.

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Running a SASU: where one shareholder changes the SAS rules

Decisions go into a register, and cannot be delegated

The sole shareholder personally exercises every power the law reserves to a collective decision of the shareholders: approval of the accounts, capital increases and reductions, mergers and demergers, transformation, dissolution, appointment of the statutory auditor. There are no meetings to convene — the articles choose the simplest decision technique — but each decision must be recorded in a dedicated register kept at the company. The register can be electronic; in that case the minutes carry an advanced electronic signature within the meaning of the EU regulation, unless the articles provide lighter signature arrangements.

The sole shareholder cannot delegate these shareholder powers — the prohibition is express for decisions on the accounts. For capital increases, practice admits a two-step route: the sole shareholder takes the decision of principle and authorises a company organ to set and complete the operation. The register is not a formality to postpone: a commitment signed for the company before registration binds the founder personally until its take-over by the company is expressly recorded in it — although since a 2023 shift in the case law, a commitment can be taken over even without the "in the name of" wording where that was the parties' common intention.

The transfer-control clauses sleep until a second shareholder arrives

The clauses that lock an SAS — prior approval of transfers, a lock-up of up to ten years, exclusion of a shareholder, disclosure of a change of control of a corporate shareholder, and the nullity of transfers made in breach — are inapplicable while the company has a single shareholder. Writing them into the articles from the start still makes sense: they take effect the day the company becomes plural, without anyone having to renegotiate them at the moment interests start to diverge.

Accounts: a real deadline, and a shortcut for owner-presidents

The president draws up the inventory, the annual accounts and, where required, the management report — a duty backed by a €9,000 fine. The sole shareholder must then approve the accounts within six months of year-end: the multi-shareholder SAS has no statutory deadline for approval, the single-shareholder company does. Where the sole shareholder is an individual and also the president, a simplified route exists — filing the signed accounts and inventory with the register within the six months counts as approval — but it has a cost in confidentiality, since the inventory becomes public, and it does not dispense with deciding on the allocation of the result. Filing then follows the ordinary options: paper within one month of the decision, or electronically through the single-window business portal (Guichet unique) within two months. Small companies are exempt from the management report, below two of three thresholds: €7.5 million balance-sheet total, €15 million net (ex-VAT) turnover, 50 employees.

Related-party agreements: a register entry instead of a report

Agreements between the company and its president, another executive, the sole shareholder or the company controlling a corporate shareholder do not give rise to the special report required in a multi-shareholder SAS — they are recorded in the decisions register instead. Ordinary-course agreements concluded at normal conditions are outside the rule entirely.

The president: usually the owner, sometimes a company

A president is mandatory. The sole shareholder usually takes the role — becoming, in practice, irremovable, since only the shareholder decides revocations — but a third party or a legal person can be appointed instead, and a corporate president need not designate a permanent representative. A paid president is under the employee-type general social-security scheme even as sole shareholder, but two limits deserve attention: an unpaid president builds no social cover, and the sole shareholder who is president with full powers cannot combine the office with an employment contract with his own company, and so has no access to employee unemployment insurance. The president also cannot draw on company funds for personal use — that is misuse of company assets (abus de biens sociaux) — and a dividend that strips the company's reserves can expose the president to the company's liabilities if the company later goes into judicial liquidation.

If the sole shareholder dies

The company does not end. A single heir becomes the new sole shareholder; several heirs hold the shares jointly until the estate is divided, and the company becomes a multi-shareholder SAS. The articles or a will can direct the continuation — to the surviving spouse, to one or more heirs, or to a designated person — and the Civil Code's preferential-allocation mechanism lets the spouse or an heir request that the company be allocated to him, compensating the other heirs where its value exceeds his share of the estate. The vulnerable case is the owner-president: at his death the company has no management, and an heir must apply to the court for a provisional administrator to run it until a new president is appointed. Founders who are both owner and president should treat that scenario as a drafting item, not an afterthought.

From SASU to SAS with partners — and back

The single-shareholder SAS is built to evolve. Investors or partners come in by capital increase or by buying shares, and the company becomes a multi-shareholder SAS with no other formality than the ones attached to those operations themselves — a stock transfer form and the book-entry of the shares, or the capital-increase decisions. The change is tax-neutral: the company was under company tax alone, and it stays under company tax with several shareholders. The reverse movement is equally undramatic: when all the shares of a multi-shareholder SAS end up in one hand, the company is not dissolved — it becomes a single-shareholder SAS, with a simple amending entry in the register, no minutes or updated articles required in the file.

Three constraints of the single-shareholder situation belong in the decision file:

• The register discipline is permanent. Every sole-shareholder decision belongs in the register, and what is not recorded there can stay on the founder personally — the pre-registration commitments are the classic example.
• Limited liability is often thinner than it looks. Creditors commonly ask the president for a joint personal guarantee, which puts personal assets behind the company's debts by contract even though the law does not.
• The partnership-tax election stays temporary. The option for the partnership regime is open for at most five financial years to companies under five years old meeting the activity, size and shareholding conditions; a definitive election for personal-income taxation does not exist for the SAS, single-shareholder or not.

One risk is specific to corporate owners and deserves its own line: when a corporate sole shareholder dissolves the company, the dissolution transfers the company's entire estate — every debt included — to the parent, which answers for it without limit. The universal transfer does not apply where the sole shareholder is an individual, whose exposure in a dissolution stays limited to his contributions and what he receives after creditors are paid through a liquidation.

SASU accounts deadline calculator

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Frequently asked questions about SAS or SASU

This article states French law as published in the sources available at the date shown above, for general information only. Company-law rules, tax rates and social-security rules change, and the widgets are simplified orientation tools. It is not legal advice and does not create an attorney-client relationship.