SASU: definition and practical guide

The SASU (société par actions simplifiée unipersonnelle, a single-shareholder simplified joint-stock company) is today one of the legal forms most often chosen by French entrepreneurs. This hybrid structure combines the management flexibility of the SAS (simplified joint-stock company) with the simplicity of a one-person business, appealing to business founders and experienced investors alike. Given the multiplicity of legal forms available, understanding precisely the mechanisms, advantages and constraints of the SASU is essential for any project owner. This guide sets out all the practical aspects of this corporate form, from its creation to its day-to-day management, including its tax and social security implications.

Definition and fundamental characteristics of the SASU

Legal nature and operating principle

The SASU is a simplified joint-stock company with only one shareholder. Created by the Law of 12 July 1999, this legal form derives directly from the SAS, whose essential rules it takes over, adapted to a sole shareholding. Article L. 227-1 of the French Commercial Code defines the simplified joint-stock company as a commercial company in which the shareholders bear losses only up to the amount of their contributions.

The sole shareholder of the SASU holds the entire share capital in the form of shares. This concentration of shareholding gives the sole shareholder absolute decision-making power over the strategy and direction of the company, unlike multi-shareholder forms where decisions result from collective deliberations. The liability of the sole shareholder is limited to the amount of the contribution, thus protecting personal assets from the company's debts.

Share capital and contributions

The law sets no minimum share capital for the SASU: Article L. 227-1 of the French Commercial Code disapplies, for the simplified joint-stock company, Article L. 224-2, which requires capital of €37,000 for public limited companies (sociétés anonymes). The capital is therefore freely set by the articles of association and may be as little as one euro. This flexibility allows entrepreneurs with limited resources to use this legal form. In practice, however, share capital that is too low can undermine the commercial credibility of the business with partners and financial institutions.

The sole shareholder may make contributions in cash, in kind or in industry. Cash contributions are sums of money paid in; at least half must be paid up on incorporation, and the balance within five years from registration (Article L. 225-3 of the French Commercial Code, applicable to the SAS by reference from Article L. 227-1). Contributions in kind are movable or immovable assets transferred to the company, requiring the involvement of a contribution auditor (commissaire aux apports) where their value exceeds €30,000 or represents more than half of the capital. Contributions in industry, although permitted, do not count towards the formation of the share capital but give entitlement to specific shares.

Management bodies and representation

The SASU must appoint a president, an individual or a legal entity, to represent it vis-à-vis third parties. Article L. 227-6 of the French Commercial Code vests the president with the widest powers to act in all circumstances in the name of the company. The sole shareholder may combine this function with the status of shareholder, thus concentrating ownership and management of the business.

Unlike the SARL (private limited company), the SASU has no mandatory collegiate body. The sole shareholder directly exercises the prerogatives assigned to general meetings in multi-shareholder companies. This administrative simplification is a significant competitive advantage for one-person businesses seeking light management. The governance of the company and the organisation of powers between the sole shareholder and the president are detailed in our complete guide to the legal status of the SASU.

Distinctive advantages of the SASU

Flexibility of the articles and of organisation

The SASU enjoys broad freedom in its articles of association, inherited from the SAS. Article L. 227-5 of the French Commercial Code provides that the articles set the conditions under which the company is managed, subject to mandatory statutory provisions. This flexibility makes it possible to adapt the organisation of the company precisely to the specific needs of the business and to the entrepreneur's objectives.

The articles may in particular provide for sophisticated approval clauses (clauses d'agrément) in the event of a later opening of the capital, set up evolving governance mechanisms or include specific provisions on the transfer of the business. This contractual adaptability clearly distinguishes the SASU from more rigid legal forms such as the SARL.

Protection of personal assets

Limited liability is one of the major attractions of the SASU. The sole shareholder answers for the company's debts only up to the amount of the contributions, protecting personal assets from entrepreneurial risks. This protection is particularly important for activities involving high financial risks or extensive professional responsibilities.

Certain exceptions may nevertheless remove this protection. Established management faults, personal guarantees given by the sole shareholder or the commingling of assets may engage personal liability beyond the contributions. The case law of the Cour de cassation regularly recalls that compliance with corporate formalities conditions the effectiveness of this protection.

Social security regime of the manager

The president of a SASU falls within the general social security scheme as an employee-equivalent (assimilé salarié) (Article L. 311-3, 23° of the French Social Security Code). This affiliation covers health and maternity insurance, family allowances, and basic and supplementary pensions. The president does not contribute to unemployment insurance in respect of the corporate mandate, which is not an employment contract. Since 1 January 2019, however, the president falls within the scope of the self-employed workers' allowance, reserved for situations listed exhaustively, notably the compulsory liquidation of the company (Articles L. 5424-24 and L. 5424-25 of the French Labour Code).

This social security regime has significant advantages compared with the self-employed status of majority managers of SARLs. Cover for occupational risks, in particular industrial accidents and occupational diseases, is generally more favourable. Pension rights, calculated on the basis of salaries actually paid, may also prove more advantageous in the long term. The comparison of the tax and social security regimes of the manager according to the form chosen is covered separately in our guide on the choice between SASU and EURL.

Tax regime of the SASU

Taxation of profits

The SASU is subject by default to corporate income tax at the standard rate of 25%. Companies whose turnover does not exceed €10 million benefit from a reduced rate of 15% on the portion of profit not exceeding €42,500, provided that their capital is fully paid up and at least 75% held by individuals (Article 219 of the French General Tax Code).

The option for the tax regime of partnerships remains available during the first five years of activity, in accordance with Article 239 bis AB of the French General Tax Code. This option results in the sole shareholder being taxed directly to income tax, in the category of industrial and commercial profits or non-commercial profits depending on the activity carried on.

Remuneration of the manager and distributions

The remuneration of the president of a SASU is a deductible expense from the company's taxable result, provided that it is not excessive in relation to the services rendered. This deduction makes it possible to optimise overall taxation by allocating income between salary and dividends according to the personal tax situation of the sole shareholder.

Distributed dividends are taxed twice: first at company level through corporate income tax on profits, then at the level of the individual shareholder. Since 2018, dividends have been subject to the single flat-rate levy (prélèvement forfaitaire unique) of 12.8% in respect of income tax, to which are added social levies, raised from 17.2% to 18.6% by Law No. 2025-1403 of 30 December 2025 on the financing of social security for 2026, making 31.4% in total, unless the shareholder opts for the progressive scale with a 40% allowance.

VAT and reporting obligations

The SASU follows the ordinary rules on VAT. It benefits from the basic exemption (franchise en base), which relieves it of paying the tax, as long as its turnover does not exceed €85,000 for supplies of goods and accommodation and €37,500 for services; the exemption ceases during the year where the higher thresholds of €93,500 and €41,250 are exceeded (Article 293 B of the French General Tax Code). The option to pay VAT remains available even below these thresholds, notably in order to recover VAT on initial investments.

Reporting obligations include the annual filing of the tax return package, VAT returns at the applicable frequency, and the various social security returns relating to salaries paid. The progressive digitalisation of these formalities simplifies their completion but requires regular monitoring of changes in the obligations.

The process of creating a SASU

Preliminary steps and incorporation formalities

The creation of a SASU begins with the drafting of the articles of association, the founding instrument setting out the rules of organisation and operation of the company. These articles must mention the company name, the corporate purpose, the registered office, the amount of capital and the term of the company, limited to a maximum of 99 years.

The first president is appointed either in the articles or by a separate instrument. The sole shareholder may appoint themselves as president or appoint a third party, an individual or a legal entity. The deposit of the funds corresponding to cash contributions is made with a notary, a bank or the Caisse des dépôts et consignations, against delivery of a deposit certificate.

Registration formalities

Registration in the trade and companies register (registre du commerce et des sociétés) is made with the registry of the commercial court or of the judicial court sitting as a commercial court. The file includes in particular the signed and initialled articles of association, the president's declaration of no criminal conviction, the certificate of deposit of funds and the declaration of beneficial owners.

Since 2023, incorporation formalities have been carried out exclusively online through the INPI one-stop shop. This platform centralises all the procedures and automatically passes the information to the various bodies concerned (INSEE, tax departments, social security bodies).

Incorporation costs

The costs of creating a SASU include the registration fees collected by the registry, the cost of the incorporation notice published in a medium authorised to receive legal announcements, any fees of a professional and ancillary costs. Straightforward contributions made on incorporation are registered free of charge, as are the deeds drawn up on that occasion (Articles 810 and 810 bis of the French General Tax Code); registration of the articles of association therefore does not, in that case, give rise to payment of a fixed duty.

Using a professional (French lawyer, chartered accountant, notary) generates fees that vary with the complexity of the file and the geographical area. These costs, generally between €500 and €2,000, can prove worthwhile in view of the legal certainty provided and the time saved.

Day-to-day management and legal obligations

Keeping accounts and accounting obligations

The SASU must keep proper accounts in accordance with the provisions of the French Commercial Code. This obligation includes keeping the mandatory accounting books (journal, general ledger, inventory book), preparing the annual accounts (balance sheet, income statement, notes) and filing them with the registry within six months of the end of the financial year.

Micro-enterprises with turnover below €700,000 for trading activities and €238,000 for services may opt for simplified accounting. This option lightens the accounting obligations but limits the possibilities of tax optimisation and may impair the financial legibility of the business.

Decisions of the sole shareholder

The sole shareholder exercises the prerogatives assigned to general meetings in multi-shareholder companies. The decisions, recorded in a special register, must comply with the forms laid down by the articles of association. Important decisions (amendment of the articles, capital increase, merger) require particular formalities and may entail publicity formalities.

The law requires certain annual decisions, in particular approval of the accounts for the past financial year and the allocation of the result. The sole shareholder also rules on regulated agreements (conventions réglementées) entered into between the company and its managers, although this procedure is simplified where there is no potential conflict of interest.

Development and transformation of the company

The SASU offers varied prospects of development depending on the growth of the business. Opening the capital to new shareholders automatically transforms the SASU into a SAS, requiring the articles to be adapted to the rules for multi-shareholder operation. This transformation may be accompanied by the setting up of additional management bodies (managing director, supervisory board).

Transformation into another corporate form (SARL, SA) remains possible subject to complying with the legal conditions specific to each status. These operations, generally motivated by tax or organisational considerations, require the involvement of a professional to secure the process legally. The legal framework, the steps and the tax implications of moving to the single-member form of SARL are set out in our article on the transformation of a SASU into an EURL.

Transfer and cessation of activity

Sale of shares and valuation

The transfer of the shares of a SASU follows the rules set by the articles of association, generally more flexible than those applicable to the shares (parts sociales) of a SARL. The absence of mandatory approval facilitates transfer, unless the articles provide otherwise. The valuation of the business rests on varied valuation methods (net assets, profitability, cash flows) depending on the nature of the activity and the development prospects.

Capital gains on disposal made by individuals fall under the single flat-rate levy or, on a global option, under the progressive scale. In the latter case only, and for securities acquired before 1 January 2018, an allowance for length of holding applies: 50% for a holding of two to eight years, 65% beyond that, with an enhanced regime for certain young SMEs; none of these allowances results in a total exemption (Article 150-0 D, 1 ter and 1 quater, of the French General Tax Code). A manager who sells their securities on retirement may also benefit, subject to conditions, from a fixed allowance of €500,000 (Article 150-0 D ter of the same code).

Dissolution and liquidation

The dissolution of the SASU may result from the expiry of the statutory term, from the achievement or extinction of the corporate purpose, or from a voluntary decision of the sole shareholder. This decision leads to the opening of a voluntary liquidation procedure, unless insolvency requires collective insolvency proceedings.

Voluntary liquidation comprises the appointment of a liquidator (generally the sole shareholder), the realisation of the assets, the settlement of the liabilities and the distribution of any liquidation surplus. This procedure, of variable duration depending on the complexity of the operations, closes with the removal of the company from the trade and companies register.

Frequently asked questions

Can a SASU be created without a cash contribution?

Yes, creating a SASU with a symbolic capital of one euro remains legally possible. The sole shareholder may also make only contributions in kind, subject to their valuation by a contribution auditor if their value exceeds €30,000. However, capital that is too low can undermine the credibility of the business and make it harder to obtain bank financing.

Can the sole shareholder be a legal entity?

Absolutely. The sole shareholder of a SASU may be an individual or a legal entity (company, association). This configuration allows, in particular, groups of companies to create single-shareholder subsidiaries or institutional investors to hold shareholdings directly. The tax and social security regime adapts according to the nature of the sole shareholder.

What are the main differences between SASU and EURL?

The SASU is subject to corporate income tax by default whereas the EURL (single-member limited liability company) is taxed to income tax unless it opts otherwise. The manager of a SASU has the status of employee-equivalent with extensive social protection, unlike the manager of an EURL, who is subject to the regime for self-employed workers. The SASU also offers greater flexibility in its articles and makes it easier to open the capital later.

How can the remuneration of the president of a SASU be optimised?

Optimisation rests on a balance between salary and dividends according to the manager's personal situation. A high salary improves social protection and pension rights but generates substantial social contributions. Dividends, which bear lower social charges, are taxed twice. The trade-off depends on the manager's wealth objectives, age and overall income level.

What are the risks in the event of commingling of assets?

The commingling of personal and corporate assets may lead to the personal liability of the sole shareholder being engaged beyond the contributions. The courts penalise in particular the use of personal bank accounts for the needs of the company, the payment of personal expenses by the company or the absence of a clear distinction between the activities. Rigorous management is needed to preserve asset protection.

Can a SASU be transformed into a SARL?

This transformation remains possible but requires strict conditions to be met. The sole shareholder must in particular ensure that the articles of the SARL comply with the mandatory rules specific to that corporate form. The operation generates publicity formalities and may have tax consequences depending on the arrangements chosen. Professional support is generally essential to secure this complex process.

How much does the annual management of a SASU cost?

Annual costs mainly comprise accountancy fees (€800 to €3,000 depending on complexity), registry fees for filing the accounts (about €45), any professional contributions and domiciliation costs. The total generally varies between €1,500 and €4,000 per year, not counting the social security and tax charges linked to the activity. In-house management can reduce some of these costs but requires solid technical skills.

The SASU is today a reference legal form for individual entrepreneurship, combining asset protection, organisational flexibility and tax optimisation. Its relative complexity requires appropriate professional support, particularly during the creation and development phases of the business. Before any commitment, analyse your current and future needs precisely in order to confirm that this structure suits your business project.