An SA, or public limited company, is a so-called capital company. It brings together a group of shareholders. They invest in the capital of the company. They may or may not take part in its activity by exercising a function therein. The public limited company works very differently from other legal structures. Here's everything you need to know about SA.
A public limited company is a commercial company, that is to say a legal person (and not a natural person), whose operation is governed by statutes drawn up at the time of creation. Commercial companies, and therefore public limited companies, have a legal life of 99 years. The SA is also, fiscally, like a capital company. The capital of the SA consists of shares. The amount is at least €37,000.
The SA is a legal form that is not suitable for all companies. It has been designed for professionals who have large-scale projects. The public limited company allows access to the financial markets and of which to be listed on the stock exchange. On the other hand, the management and governance of this type of company is very complex.
Managing an SA can take two forms:
To create a public limited company, there must be at least 2 shareholders. If the SA is listed on the stock exchange, then there must be 7 shareholders. The maximum number of shareholders is not limited. To validate the creation of a public limited company, a minimum capital of €37,000 must be collected. This sum is the same whether the company is listed on the stock exchange or not. As part of the establishment of an SA, contributions in industry are not authorized. Among them are skills, knowledge, know-how, etc.
The shareholders of a public limited company must meet at least once a year. This major meeting is an ordinary general meeting (AGO) during this exceptional meeting, several points are discussed such as decision-making, objectives or the annual approval of the accounts. It is not uncommon for a legal advisor to be present to support the shareholders and ensure the legality of their decision.
Extraordinary general meetings (AGE) are meetings that also bring together shareholders. They have one purpose:to change the articles of association. For these changes to be validated and adopted, the agreement of 2/3 of the shareholders is required.
In a public limited company, in the context of claims, the liability of the shareholders is limited to their respective contributions. Consequently, in the event of bankruptcy, each shareholder cannot lose more than the sum invested at the time of creation. It should be noted that the manager, in other words the CEO, does not benefit from the same coverage. Its liability can be engaged both civilly and criminally in the event of misconduct.
The creation of an SA has many advantages in addition to the limited liability of shareholders. This legal form:
Setting up a public limited company is not easy. It is also very common to get help from a legal advisor during the implementation. Administrative, legal and financial procedures are numerous. You need:
The drafting of the statutes of the SA is mandatory. Framed by law, these statutes must include several statements. Here is a non-exhaustive list of mandatory information:
The statutes of an SA also allow the appointment of the first board of directors or the supervisory board. The name of the members must appear as the length of their mandate. This cannot exceed 3 years. The statutes can evolve and annexes can also be added.
The public limited company is subject to corporation tax. To calculate the taxable profit, the executive's remuneration must be deducted. An accountant will be responsible for calculating and reporting the taxable amount. On the other hand, the tax regime of the manager is that of income tax. He does not have independent status.
Directors are normally not remunerated. They therefore do not depend on the salaried workers' scheme nor on the self-employed or TNS (non-salaried workers) scheme. It is possible for a director to hold a corporate office and have an employment contract. Please note that this flexibility must not concern more than one third of the directors in office. Finally, the CEO benefits from the social security and employee pension scheme. On the other hand, he is not entitled to unemployment insurance.
