Société à responsabilité limitée
Encyclopedia
A Société à responsabilité limitée, also known by the acronym SARL (sometimes SÀRL, Sàrl or s.à.r.l.), is a private limited liability
corporate entity that exists in France
, Switzerland
, Luxembourg, Macau
, Algeria
, Morocco
, Tunisia
, and Lebanon
and has commerce
as its purpose.
A SARL is a company whose liability is limited to the contributions of its members. Shares are not freely transferable; transfers require the agreement of half the shareholders if the beneficiary is a third party (since Ord. 2 mars 2004). If the beneficiary is a partner, a spouse, an ascendant or a descendant, the transfers are free. A SARL is broadly equivalent to a private company limited by shares
("Ltd.") in the United Kingdom
, and a corporation
in the United States
.
s), and the EURL (one Associate
). The Société d’exercice, contrary to its name, is not a SARL but a Société d'exercice libéral (SEL).
There are now nearly 1,500,000 SARLs, representing two thirds of all commercial organisations in France. The SARL is particularly suited for small and medium enterprises. A SARL can be broken into various complementary forms depending on the activity and associates concerned, which can bring various benefits in terms of taxation (amongst others); a SARL with variable capital (la SARL à capital variable), a 'SARL press' (la SARL de presse) or a SARL family (la SARL de famille).
The SARL pluri-personnelle is a society with a minimum of two associates; in accordance with French business law this cannot surpass 100. In addition, the SARL model is chosen by those who wish to invest but who do not wish to be taxed.
The capital is divided into shares and its distribution is mentioned in the statutes.
This will include organizing the distribution of power within societies (combined majority and minority vote in the important decisions). The shares shall be subscribed to by all partners. They must be fully paid when they represent contributions in kind.
The capital is composed of provision
s:
The capital is represented by shares:
The subscription and the total liberation of the shares must be made to the constitution ie the signing of the statutes.
The distribution of shares must be mentioned in the statutes. The distribution of profits and losses is not necessarily proportional to the shares but participation losses can be greater than the parts.
They must be written (in private or by deed) and be signed by all partners.
In addition to the information common to all societies, we must include SARL for the valuation of contributions in kind, the choice of managers and the distribution of powers, the transfer of shares, modes of consultation with partners and distribution patterns profits.
In Annex, adding the Commissioner's report to the contributions and the state of acts performed on behalf of the company being formed.
The persons acting on behalf of the company are jointly and severally liable for the consequences of their actions unless the company, having been formed and registered, not to resume their commitments in his account. These commitments are then deemed to have been made from the outset by the company.
There are 2 automatic processes: acts annexed to the statutes and acts provided by the statutes.
The statutes must be made to the recipe of taxes within 30 days of signature.
Insertion in a Journal Ad use
.
Linkages with the Official Gazette of civil and commercial ads.
Registration to Register of Companies
.
.
Option: if all members are individuals and family members (spouse and / or children), SARL may opt for income tax (IR). In this case, the benefit is systematically divided between partners and added in the statement of income each.
For the manager of the company, there are two separate systems of social protection:
the status of minority or egalitarian manager and managing Majority status which is determined by the number of shares held by the manager, his spouse and minor children not emancipated.
The manager is a minority if it holds less than 50% of shares; egalitarian it owns 50% of shares (same status as the manager minority); majority if it holds more than 50% of shares.
Warning: if cogérance, it combines the shares held by all
managers to determine their respective social status.
The status of minority manager or egalitarian
It is likened to that of an employee under the social protection and benefits under the general scheme of Social Security.
In egalitarian status as manager is likened to that of the minority.
It is possible to combine the function of managing minority with the quality of employee. The manager needs to meet the following conditions:
Note: The existence of a relationship of subordination may not be possible in case stewardship minority or egalitarian.
The status of manager Majority
It is likened to that of a shopkeeper. It has, indeed, the same social protection scheme that self-employed (TNS).
It can not combine an employment contract with its function
Manager in the same company.
s". Any SARL has at least one manager. The manager or managers are appointed by the statutes (statutory managers) or by decision of shareholders representing more than half of capital.that is for the second meeting. however at the constituent meeting 3/4 of the capital in votes is required.
s of a limited liability company (between 2 and 100) have not the quality of trader
and may exercise within society gainful activity. As for any legal form, the partner has rights and obligations.
Contributions in cash **
The capital increase will be decided by the extraordinary general meeting since modification of statutes with a majority of 3 / 4 shares. If the statutes have expected, the decision may be taken by written consultation.
At the first consultation, the Assembly must decide on the most significant (amount, number of shares, amount of the premium ,...). The manager is responsible for underwriting and release of funds since the full liberalisation is required immediately.
The second consultation endorses the capital increase and amend the statutes.
If the increase is not achieved within 6 months, 1 () er deposit funds, providers can reclaim their deposits.
When subscribing to a third, the recognition is necessary.
For spouses common property, it is necessary to notify the spouse under penalty of nullity of the contribution.
Regarding publicity:
-- Registration of Minutes of the meeting
-- Insertion in a newspaper ad legal
-- Filing at the Registry (Minutes of the meeting, statutes, declaration of conformity)
-- Amending the request RCS
-- Insertion BODACC
The contribution in kind of property must result in a written contract.
The procedure is similar to that which exists in the constitution: it is estimated intakes in a report to the statutes under the responsibility of a Commissioner of contributions. The contract provision must be approved by shareholders.
Regarding publicity, same as for the increase in contributions in cash but in addition to filing the report of the Commissioner of inputs at the court of commerce.
Either by contribution in kind or by way of compensation.
Claims must be some offset and payable. Furthermore, this possibility should be provided by the special meeting, which decides on the increase.
The decision to make such a capital increase is validly made by shareholders representing at least half the shares and not 3 / 4.
The formalities are identical to those of an increase in contributions in cash.
we have to refer to rules on the reduction of the share capital of limited companies:
the capital reduction is planned in two hypthèses during the life of society
1st assumption: the company reduced its capital by repayment of contributions. it believes that its capital is too important to the needs of its cash. this case is uncommon, it occurs only in societies that have reduced their activity. reducing capital not motivated by losses is fraught with tax consequences.
2nd hypothesis: the company has suffered losses such as depreciation by charging on the future profits seems unlikely, and in any case, makes it impossible to distribute dividends during the duration of such amortization, or society wants to clean up its financial situation and proceeds to reduce its capital to offset all or part of the losses.
depreciation of capital is an operation whereby the company to reimburse its shareholders all or part of the nominal amount of their shares. where possible, this operation is decided by the AGE (C. Com, art L.225-198) and is conducted by prélevements on profits or on résèrves. depreciation is a refund of contributions, as an advance on the bonus liquidation, without changing the capital.
EGM decision on reports from the auditors.
equal shareholders: the operation may affect the equality of shareholders
Creditors of receivables prior to the decision may oppose the capital reduction motivated by losses. Otherwise, they have a period of 20 days after the deliberation of the AGE to oppose this procedure.
the opposition is brought before the Tribunal de Commerce which can reject it, order the repayment of debts or declare the constitution guarantees.
or civil society
, it requires the unanimous agreement of members.
If the company turns into SA
, there are conditions. A deliberation associates representing at least 3 / 4 of shares is required. The balance sheets for last 2 years must be approved by shareholders.
East demanded a report of a commissioner on the state of society. In addition, the manager will ask the President of the Commercial Court to appoint a commissioner for processing (which may be the auditor). The Commissioner appreciates the value of property comprising the assets and advantages for the benefit of the partners or third parties. He presented a report in which it certifies that the amount of equity
is at least equal to the share capital. In practice, it may be responsible for preparing the report on the situation of society.
The SARL, which turns into SA must follow the rules of the SA-7 partners at least, the capital, the appointment of an auditor, changing statutes, the conversion of shares in actions and respect the formalities of advertising.
Check the term extinction of the object, liquidation, cancellation of the contract of society, decision associates.
The company is automatically dissolved after 1 year if the number of members exceeds 100, if the capital is less than the legal minimum; loss of half the capital.
However, the limited liability company is not dissolved by the death of a partner (or his disability, his personal bankruptcy
...).
The limited liability company is dissolved when it includes more than 100 partners and that the situation could not be corrected within the period of 1 year or if the partners could not validly deliberate on the decision to be taken following the loss of half the capital or were unable to regularize the situation within 1 year.
will prevail (art.620 et seq).
The responsibility of the founders, managers, auditors and liquidators is subject to the rules of the SA. (art. 827)
Limited liability
Limited liability is a concept where by a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a company or partnership with limited liability. If a company with limited liability is sued, then the plaintiffs are suing the company, not its...
corporate entity that exists in France
France
The French Republic , The French Republic , The French Republic , (commonly known as France , is a unitary semi-presidential republic in Western Europe with several overseas territories and islands located on other continents and in the Indian, Pacific, and Atlantic oceans. Metropolitan France...
, Switzerland
Switzerland
Switzerland name of one of the Swiss cantons. ; ; ; or ), in its full name the Swiss Confederation , is a federal republic consisting of 26 cantons, with Bern as the seat of the federal authorities. The country is situated in Western Europe,Or Central Europe depending on the definition....
, Luxembourg, Macau
Macau
Macau , also spelled Macao , is, along with Hong Kong, one of the two special administrative regions of the People's Republic of China...
, Algeria
Algeria
Algeria , officially the People's Democratic Republic of Algeria , also formally referred to as the Democratic and Popular Republic of Algeria, is a country in the Maghreb region of Northwest Africa with Algiers as its capital.In terms of land area, it is the largest country in Africa and the Arab...
, Morocco
Morocco
Morocco , officially the Kingdom of Morocco , is a country located in North Africa. It has a population of more than 32 million and an area of 710,850 km², and also primarily administers the disputed region of the Western Sahara...
, Tunisia
Tunisia
Tunisia , officially the Tunisian RepublicThe long name of Tunisia in other languages used in the country is: , is the northernmost country in Africa. It is a Maghreb country and is bordered by Algeria to the west, Libya to the southeast, and the Mediterranean Sea to the north and east. Its area...
, and Lebanon
Lebanon
Lebanon , officially the Republic of LebanonRepublic of Lebanon is the most common term used by Lebanese government agencies. The term Lebanese Republic, a literal translation of the official Arabic and French names that is not used in today's world. Arabic is the most common language spoken among...
and has commerce
Commerce
While business refers to the value-creating activities of an organization for profit, commerce means the whole system of an economy that constitutes an environment for business. The system includes legal, economic, political, social, cultural, and technological systems that are in operation in any...
as its purpose.
A SARL is a company whose liability is limited to the contributions of its members. Shares are not freely transferable; transfers require the agreement of half the shareholders if the beneficiary is a third party (since Ord. 2 mars 2004). If the beneficiary is a partner, a spouse, an ascendant or a descendant, the transfers are free. A SARL is broadly equivalent to a private company limited by shares
Private company limited by shares
A private company limited by shares, usually called a private limited company , is a type of company incorporated under the laws of England and Wales, Scotland, that of certain Commonwealth countries and the Republic of Ireland...
("Ltd.") in the United Kingdom
United Kingdom
The United Kingdom of Great Britain and Northern IrelandIn the United Kingdom and Dependencies, other languages have been officially recognised as legitimate autochthonous languages under the European Charter for Regional or Minority Languages...
, and a corporation
Corporation
A corporation is created under the laws of a state as a separate legal entity that has privileges and liabilities that are distinct from those of its members. There are many different forms of corporations, most of which are used to conduct business. Early corporations were established by charter...
in the United States
United States
The United States of America is a federal constitutional republic comprising fifty states and a federal district...
.
France
Since the enactment of the loi du 11 juillet 1985, the SARL consists of two variants: the SARL pluripersonnelle (with at least two associateAssociate
Associate may refer to:* A business valuation concept.* A title used by some companies instead of employee.* A title used to signify an independent person working as if directly employed by the company of which they are an associate...
s), and the EURL (one Associate
Associate
Associate may refer to:* A business valuation concept.* A title used by some companies instead of employee.* A title used to signify an independent person working as if directly employed by the company of which they are an associate...
). The Société d’exercice, contrary to its name, is not a SARL but a Société d'exercice libéral (SEL).
There are now nearly 1,500,000 SARLs, representing two thirds of all commercial organisations in France. The SARL is particularly suited for small and medium enterprises. A SARL can be broken into various complementary forms depending on the activity and associates concerned, which can bring various benefits in terms of taxation (amongst others); a SARL with variable capital (la SARL à capital variable), a 'SARL press' (la SARL de presse) or a SARL family (la SARL de famille).
The SARL pluri-personnelle is a society with a minimum of two associates; in accordance with French business law this cannot surpass 100. In addition, the SARL model is chosen by those who wish to invest but who do not wish to be taxed.
History
The SARL, whose legal character is somewhat ambivalent because they qualify neither as a personal corporation nor as a capital company, was developed in Germany (GmbH) by a law dating from 1893. The legal form of the limited liability company in France dates from 1925.Legal characteristics
- Capital
- The amount of CapitalFinancial capitalFinancial capital can refer to money used by entrepreneurs and businesses to buy what they need to make their products or provide their services or to that sector of the economy based on its operation, i.e. retail, corporate, investment banking, etc....
CompanyCompanyA company is a form of business organization. It is an association or collection of individual real persons and/or other companies, who each provide some form of capital. This group has a common purpose or focus and an aim of gaining profits. This collection, group or association of persons can be...
is freely determined by the statutes (Article L223-2 of the Commercial Code); once the equityOwnership equityIn accounting and finance, equity is the residual claim or interest of the most junior class of investors in assets, after all liabilities are paid. If liability exceeds assets, negative equity exists...
minimum was 50 000 F, then the move to the euroEuroThe euro is the official currency of the eurozone: 17 of the 27 member states of the European Union. It is also the currency used by the Institutions of the European Union. The eurozone consists of Austria, Belgium, Cyprus, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg,...
to 7 500 €.
- The amount of Capital
- Deleting a minimum capital: The Law for economic initiative of the 1 () er in August 2003 has removed the minimum capital requirement of which was 7 500 €, so it is statutory to open a company with a capital of one euro. However, the share capital is a sign of confidence vis-à-vis banks and lenders or creditors. It is also an index for partners, because there will be more likely to do business with a company with a significant capital because in case of problems, the partners are required to losses of benefits in the capital. However, the health of society is not properly reflected by the social capital and it is better to study its accounts and balance sheets.
The capital is divided into shares and its distribution is mentioned in the statutes.
This will include organizing the distribution of power within societies (combined majority and minority vote in the important decisions). The shares shall be subscribed to by all partners. They must be fully paid when they represent contributions in kind.
-
- Contributions in cash should be released at least one fifth of their value. The release of surplus occurs in one or several times on a decision of the managerManagementManagement in all business and organizational activities is the act of getting people together to accomplish desired goals and objectives using available resources efficiently and effectively...
, in a period not exceeding five years from registration of the company in the register of companies. However, the share capital must be fully discharged before any purchase of new shares to be released in cash, under penalty of nullity of the transaction. - Contributions in kind (goods, inventory, receivables ,...) must be made immediately.
- Contributions in industry are now allowed (special competence, "tour de main, expertise), but they do not fall in the amount of CapitalFinancial capitalFinancial capital can refer to money used by entrepreneurs and businesses to buy what they need to make their products or provide their services or to that sector of the economy based on its operation, i.e. retail, corporate, investment banking, etc....
social. They can, however, acquire the status of associate and participate in sharing profitProfit (accounting)In accounting, profit can be considered to be the difference between the purchase price and the costs of bringing to market whatever it is that is accounted as an enterprise in terms of the component costs of delivered goods and/or services and any operating or other expenses.-Definition:There are...
. Where appropriate, the statutes determine the method by which can be purchased shares in industry.
- Contributions in cash should be released at least one fifth of their value. The release of surplus occurs in one or several times on a decision of the manager
- Associates (individuals or legal)
- Minimum: 2
- Maximum: 100
- Their liability is limited to their contributions.
Statutes
- The general elements of contractContractA contract is an agreement entered into by two parties or more with the intention of creating a legal obligation, which may have elements in writing. Contracts can be made orally. The remedy for breach of contract can be "damages" or compensation of money. In equity, the remedy can be specific...
- consent rules of common law
- capacity
- Associates no traderTraderThe term Trader can refer to:* Merchant, retailer or one who attempts to generally buy wholesale and sell later at a profit* Trader , someone who buys and sells financial instruments such as stocks, bonds, derivatives, etc....
s: civil capacity is enough to be involved. An emancipated minor, a major protected, 2 spouses, a foreigner may be involved. The legal persons may also be involved. - No incompatibility or ban would limit access to a limited liability company.
- Associates no trader
- L subjectSubject-Philosophy:*Hypokeimenon or subiectum, in metaphysics, the essential being of a thing**Subject , a being that has subjective experiences, subjective consciousness, or a relationship with another entity...
:- SARL is necessarily commercial whatever its purpose
- Some activities are prohibited: insurance companies, capitalization companies, banks.
- Some activities are reserved for other types of companies: portfolio management, securities, investment companies
- Some activities are reserved for SARL: real estate company management
- Some activities are carried out in SARL under certain conditions: SARL public accountant, legal advice
- Contracts to specific elements of society
- The number of partners: 2 to 100. If the number is equal to 1 partner, there is a transformation EURL. If the number of members exceeds 100, there are adjustments in the year if the company is dissolved or corrected in SA.
- The capital: it is freely set in the statutes (formerly, the minimum capital was 7 500 €); he may be released in whole or in part, on a maximum of 5 years. Subsequently the creation, capital can be increased (capital increase).
The capital is composed of provision
Provision
Provision may refer to:* Provision , an industrial dance / synthpop band from Houston, Texas, USA* Provision , a term for liability in accounting* Provision , a term for a procurement condition...
s:
- The shares representing contributions in cash must be paid at least 1 / 5 ((e)) of the amount. The subsequent release occurs in one or several times on the decision of the manager within a period not exceeding 5 years from registration. Filed in 8 days with a notary, a bank or the Fund deposits and deposit. Ability to resume fund if not constitution within 6 months of payment.
- Regarding the contributions in kind, statusesStatus (law)A person's status is a set of social conditions or relationships created and vested in an individual by an act of law rather than by the consensual acts of the parties, and it is in rem, i.e. these conditions must be recognised by the world. It is the qualities of universality and permanence that...
must contain the evaluation. A Commissioner for contributions was appointed unanimously by the prospective partners or by order of President of the Commercial Court, a commissioner prepare a report attached to the statutes. This obligation does not exist when the value of any contribution exceeding 7 500 € and that the total value of contributions in kind does not exceed half of capitalFinancial capitalFinancial capital can refer to money used by entrepreneurs and businesses to buy what they need to make their products or provide their services or to that sector of the economy based on its operation, i.e. retail, corporate, investment banking, etc....
. The evaluation calls for joint responsibility of members to third parties if there is no external input or if the partners have chosen a value greater than the value advocated by the Commissioner of inputs. - Contributions in industry are authorized since 2001 (Act NRE) without restriction. But the provision is not entitled to shares, but shares in industry. These are the statutes which will then establish the wage conditions. If the statute does not set the amount of profits and losses will be equal to the partner who has the least shares.
The capital is represented by shares:
The subscription and the total liberation of the shares must be made to the constitution ie the signing of the statutes.
The distribution of shares must be mentioned in the statutes. The distribution of profits and losses is not necessarily proportional to the shares but participation losses can be greater than the parts.
-
- Specific elements of the society: participation in the profits, affectio societatis nameNameA name is a word or term used for identification. Names can identify a class or category of things, or a single thing, either uniquely, or within a given context. A personal name identifies a specific unique and identifiable individual person, and may or may not include a middle name...
, duration, ...
- Specific elements of the society: participation in the profits, affectio societatis name
Formal requirements and advertising
- StatusStatus (law)A person's status is a set of social conditions or relationships created and vested in an individual by an act of law rather than by the consensual acts of the parties, and it is in rem, i.e. these conditions must be recognised by the world. It is the qualities of universality and permanence that...
:
They must be written (in private or by deed) and be signed by all partners.
In addition to the information common to all societies, we must include SARL for the valuation of contributions in kind, the choice of managers and the distribution of powers, the transfer of shares, modes of consultation with partners and distribution patterns profits.
In Annex, adding the Commissioner's report to the contributions and the state of acts performed on behalf of the company being formed.
- The past acts on behalf of society not yet registered
The persons acting on behalf of the company are jointly and severally liable for the consequences of their actions unless the company, having been formed and registered, not to resume their commitments in his account. These commitments are then deemed to have been made from the outset by the company.
There are 2 automatic processes: acts annexed to the statutes and acts provided by the statutes.
- The publicity measures
The statutes must be made to the recipe of taxes within 30 days of signature.
Insertion in a Journal Ad use
JAL
JAL or Jal can mean the following:* Japan Airlines, ICAO airline designator: JAL* El Lencero Airport in Xalapa, Veracruz, Mexico * JAL , a compiler for the PIC microcontroller* The state of Jalisco in México...
.
Linkages with the Official Gazette of civil and commercial ads.
Registration to Register of Companies
SCR
SCR may refer to:In business:* Solvency Capital Requirement Solvency II.In associations, companies, institutions:* Smyrna Cassaba Railway an Ottoman railway* Senior Common Room of a higher education institution* South Central Railway in India...
.
Taxation
The SARL is subject to the corporate taxCorporate tax
Many countries impose corporate tax or company tax on the income or capital of some types of legal entities. A similar tax may be imposed at state or lower levels. The taxes may also be referred to as income tax or capital tax. Entities treated as partnerships are generally not taxed at the...
.
Option: if all members are individuals and family members (spouse and / or children), SARL may opt for income tax (IR). In this case, the benefit is systematically divided between partners and added in the statement of income each.
For the manager of the company, there are two separate systems of social protection:
the status of minority or egalitarian manager and managing Majority status which is determined by the number of shares held by the manager, his spouse and minor children not emancipated.
The manager is a minority if it holds less than 50% of shares; egalitarian it owns 50% of shares (same status as the manager minority); majority if it holds more than 50% of shares.
Warning: if cogérance, it combines the shares held by all
managers to determine their respective social status.
The status of minority manager or egalitarian
It is likened to that of an employee under the social protection and benefits under the general scheme of Social Security.
In egalitarian status as manager is likened to that of the minority.
It is possible to combine the function of managing minority with the quality of employee. The manager needs to meet the following conditions:
- Hold a position of actual work;
- Engaging in an activity separate from the stewardship;
- Be paid a salary;
- Work in a subordinate relationship.
Note: The existence of a relationship of subordination may not be possible in case stewardship minority or egalitarian.
The status of manager Majority
It is likened to that of a shopkeeper. It has, indeed, the same social protection scheme that self-employed (TNS).
It can not combine an employment contract with its function
Manager in the same company.
Appointment of leaders
The leaders of SARL are called "managerManagement
Management in all business and organizational activities is the act of getting people together to accomplish desired goals and objectives using available resources efficiently and effectively...
s". Any SARL has at least one manager. The manager or managers are appointed by the statutes (statutory managers) or by decision of shareholders representing more than half of capital.that is for the second meeting. however at the constituent meeting 3/4 of the capital in votes is required.
The partners of a limited liability
The associateAssociate
Associate may refer to:* A business valuation concept.* A title used by some companies instead of employee.* A title used to signify an independent person working as if directly employed by the company of which they are an associate...
s of a limited liability company (between 2 and 100) have not the quality of trader
Trader
The term Trader can refer to:* Merchant, retailer or one who attempts to generally buy wholesale and sell later at a profit* Trader , someone who buys and sells financial instruments such as stocks, bonds, derivatives, etc....
and may exercise within society gainful activity. As for any legal form, the partner has rights and obligations.
The capital increase
In the law of 24 July 1966, there are few specific provisions on the capital increase of SARL. Accordingly, it should be guided by the provisions applicable to the SA.- The increase through contributions
Contributions in cash **
The capital increase will be decided by the extraordinary general meeting since modification of statutes with a majority of 3 / 4 shares. If the statutes have expected, the decision may be taken by written consultation.
At the first consultation, the Assembly must decide on the most significant (amount, number of shares, amount of the premium ,...). The manager is responsible for underwriting and release of funds since the full liberalisation is required immediately.
The second consultation endorses the capital increase and amend the statutes.
If the increase is not achieved within 6 months, 1 () er deposit funds, providers can reclaim their deposits.
When subscribing to a third, the recognition is necessary.
For spouses common property, it is necessary to notify the spouse under penalty of nullity of the contribution.
Regarding publicity:
-- Registration of Minutes of the meeting
-- Insertion in a newspaper ad legal
-- Filing at the Registry (Minutes of the meeting, statutes, declaration of conformity)
-- Amending the request RCS
-- Insertion BODACC
-
- Contributions in kind
The contribution in kind of property must result in a written contract.
The procedure is similar to that which exists in the constitution: it is estimated intakes in a report to the statutes under the responsibility of a Commissioner of contributions. The contract provision must be approved by shareholders.
Regarding publicity, same as for the increase in contributions in cash but in addition to filing the report of the Commissioner of inputs at the court of commerce.
- Compensation claims in shares
Either by contribution in kind or by way of compensation.
Claims must be some offset and payable. Furthermore, this possibility should be provided by the special meeting, which decides on the increase.
- Increase by incorporation of reserves, premiums and benefits
The decision to make such a capital increase is validly made by shareholders representing at least half the shares and not 3 / 4.
The formalities are identical to those of an increase in contributions in cash.
The reduction and loss of capital
the Act of 1 August 2003 repealed the exigeance that, except transformation of the limited liability company in another form, reducing the capital below the legal minimum can be decided only under the condition precedent ' a capital increase intended to bring at least at this level.we have to refer to rules on the reduction of the share capital of limited companies:
- Nature and motives of the operation:
the capital reduction is planned in two hypthèses during the life of society
1st assumption: the company reduced its capital by repayment of contributions. it believes that its capital is too important to the needs of its cash. this case is uncommon, it occurs only in societies that have reduced their activity. reducing capital not motivated by losses is fraught with tax consequences.
2nd hypothesis: the company has suffered losses such as depreciation by charging on the future profits seems unlikely, and in any case, makes it impossible to distribute dividends during the duration of such amortization, or society wants to clean up its financial situation and proceeds to reduce its capital to offset all or part of the losses.
- Distinction with the depreciation of capital:
depreciation of capital is an operation whereby the company to reimburse its shareholders all or part of the nominal amount of their shares. where possible, this operation is decided by the AGE (C. Com, art L.225-198) and is conducted by prélevements on profits or on résèrves. depreciation is a refund of contributions, as an advance on the bonus liquidation, without changing the capital.
- Condition of the operation:
EGM decision on reports from the auditors.
equal shareholders: the operation may affect the equality of shareholders
Creditors of receivables prior to the decision may oppose the capital reduction motivated by losses. Otherwise, they have a period of 20 days after the deliberation of the AGE to oppose this procedure.
the opposition is brought before the Tribunal de Commerce which can reject it, order the repayment of debts or declare the constitution guarantees.
Transformation
If the company turns into general partnershipGeneral partnership
In the commercial and legal parlance of most countries, a general partnership or simply a partnership, refers to an association of persons or an unincorporated company with the following major features:...
or civil society
Civil society
Civil society is composed of the totality of many voluntary social relationships, civic and social organizations, and institutions that form the basis of a functioning society, as distinct from the force-backed structures of a state , the commercial institutions of the market, and private criminal...
, it requires the unanimous agreement of members.
If the company turns into SA
Corporation
A corporation is created under the laws of a state as a separate legal entity that has privileges and liabilities that are distinct from those of its members. There are many different forms of corporations, most of which are used to conduct business. Early corporations were established by charter...
, there are conditions. A deliberation associates representing at least 3 / 4 of shares is required. The balance sheets for last 2 years must be approved by shareholders.
East demanded a report of a commissioner on the state of society. In addition, the manager will ask the President of the Commercial Court to appoint a commissioner for processing (which may be the auditor). The Commissioner appreciates the value of property comprising the assets and advantages for the benefit of the partners or third parties. He presented a report in which it certifies that the amount of equity
Ownership equity
In accounting and finance, equity is the residual claim or interest of the most junior class of investors in assets, after all liabilities are paid. If liability exceeds assets, negative equity exists...
is at least equal to the share capital. In practice, it may be responsible for preparing the report on the situation of society.
The SARL, which turns into SA must follow the rules of the SA-7 partners at least, the capital, the appointment of an auditor, changing statutes, the conversion of shares in actions and respect the formalities of advertising.
Dissolution
- Causes common to all societies
Check the term extinction of the object, liquidation, cancellation of the contract of society, decision associates.
- Other causes
The company is automatically dissolved after 1 year if the number of members exceeds 100, if the capital is less than the legal minimum; loss of half the capital.
However, the limited liability company is not dissolved by the death of a partner (or his disability, his personal bankruptcy
Personal bankruptcy
Personal bankruptcy is a procedure which, in certain jurisdictions, allows an individual to declare bankruptcy. In other jurisdictions, bankruptcies are reserved for corporations.-Canada:...
...).
The limited liability company is dissolved when it includes more than 100 partners and that the situation could not be corrected within the period of 1 year or if the partners could not validly deliberate on the decision to be taken following the loss of half the capital or were unable to regularize the situation within 1 year.
Legal characteristics
The SARL is defined in the Code of Obligations article 772 et seq. Aside from these articles, they are those of the public limited companyPublic limited company
A public limited company is a limited liability company that sells shares to the public in United Kingdom company law, in the Republic of Ireland and Commonwealth jurisdictions....
will prevail (art.620 et seq).
- Capital
- social capital can not be less than 20 000 francsSwiss francThe franc is the currency and legal tender of Switzerland and Liechtenstein; it is also legal tender in the Italian exclave Campione d'Italia. Although not formally legal tender in the German exclave Büsingen , it is in wide daily use there...
(art. 773 And 774) - Contributions made in cash (money) or in kind (property)
- social capital can not be less than 20 000 francs
- Associates
- now one person can be a SARL
- maximum of 100 associates
- Bonds
- Last statutes: name, the company's headquarters, subject to the company, amount of capital and the share of each partner, to observe form for publications. (art. 776)
- Registration Register Trade
Taxation
The SARL and his associates are taxed as a limited liability company, i.e., a tax on income and wealth tax.Organization
The shareholders' meeting is the supreme power of the SARL. The partners are managers and representatives of the corporation, but can delegate the management and representation to third parties if the statutes allow.The responsibility of the founders, managers, auditors and liquidators is subject to the rules of the SA. (art. 827)