Société à responsabilité limitée


A société à responsabilité limitée is a form of private company that exists mainly in French-speaking countries, such as France, Luxembourg, Monaco, Algeria, Morocco, Tunisia, Madagascar, Lebanon, Switzerland, and Belgium. The primary purpose of a SARL is to conduct commercial activity.
Proprietary interests in a SARL are represented by shares. They are not freely transferable; unless the intended recipient is a spouse, descendant, or other close relative, transfers require the agreement of half of the shareholders.
One of the primary advantages of a SARL is limited liability; an owner or other investor in the company cannot be liable for more than they have contributed to the company’s capital. In this respect, a SARL is largely equivalent to a British limited company or American limited liability company.

France

Since the enactment of the loi du 11 juillet 1985, the SARL consists of two variants: the SARL pluripersonnelle, and the EURL. The société d’exercice, contrary to its name, is not a SARL but a :fr:Société d'exercice libéral.
There are now nearly 1,500,000 SARLs, making up 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 : a SARL with variable capital, a "SARL press" or a SARL family.
The SARL pluri-personnelle is a society with a minimum of two associates, and a maximum of 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 by a law dating from 1893. The legal form of the limited liability company in France dates from 1925.

Legal characteristics

Statutes

The SARL is subject to corporate tax.
Option: if all members are individuals and family members, SARL may opt for income tax. 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 ; 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. It can not combine an employment contract with its function Manager in the same company.

Appointment of leaders

The leaders of SARL are called "managers". Any SARL has at least one manager. The manager or managers are appointed by the statutes 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 associates of a limited liability company have not the quality of trader and may exercise within society gainful activity. As for any legal form, the partner has rights and obligations.

Increase, reduction, transformation, dissolution

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.
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.
Regarding publicity:
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.
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:
If the company turns into general partnership or civil society, it requires the unanimous agreement of members.
Check the term extinction of the object, liquidation, cancellation of the contract of society, decision associates.
The company is automatically dissolved after one 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. 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.

Luxembourg

A Luxembourgois société à responsibilité limitée is a corporate form in Luxembourg with limited and closed owner participation.
It is authorized under the Commercial Companies Law 1915, but many changes have taken place as the EU, starting in 2005, imposed conditions on Luxembourg trying to stem the use of Luxembourg corporate forms to achieve extreme tax avoidance or evasion. A SARL has access to tax treaties, which was disallowed for some earlier corporate forms. The situation in 2012 is still somewhat fluid and any information sketched here should be carefully verified.
A SARL is limited to having not more than 40 shareholders, and they are liable only for the amount of their paid-up capital. If there are fewer than 25 shareholders no annual general meeting is required. Currently a SARL must have a minimum paid-up capital of around EUR 12394.68 divided into "participation certificates", which are not freely transferable. An annual tax on capital may be due. There are several subforms, all with their own rules. For instance, a SARL designated to be a "SoParFi" is a form suitable for controlling offshore activities.

Switzerland

Legal characteristics

The SARL is defined in the Code of Obligations article et seq. Aside from these articles, they are those of the public limited company will prevail.
The SARL and its 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