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Subirats Avocat

Company Formation

Choose the right legal form and build your project on a solid foundation

La création de société détermine la forme juridique, fiscale et sociale de votre activité. Nous vous conseillons dans le choix de la structure (SARL, SAS, SCI, SEL…) et assurons la rédaction des statuts ainsi que toutes les formalités d’immatriculation.

Commercial companies: LLC (SARL), SAS, SA, SNC, SCA, SCS

The classic framework for starting and developing a business

1. What is it?

Commercial companies include several legal forms provided for by the Commercial Code:

  • LLC (SARL): Limited liability company (2 to 100 partners).
  • SAS: Simplified joint-stock company (capital freely determined).
  • SA: Public limited company (minimum of 2 shareholders, or 7 if listed, with a minimum share capital of €37,000).
  • SNC: General partnership (unlimited and joint liability of partners).
  • SCA: Partnership limited by shares.
  • SCS: Limited partnership.

2. Who is concerned?

  • Sole entrepreneurs wishing to join forces.
  • Startups and growing SMEs.
  • Large companies seeking a structure suited to investors.

3. Why is it important?

  • Asset protection (liability limited to contributions in SARL, SAS, SA).
  • Flexibility: SAS = flexible governance, SA = structured governance.
  • Attractiveness for fundraising (SAS and SA).

4. What we do for you

  • Advice on choosing the appropriate corporate form.
  • Drafting bylaws and shareholder agreements.
  • Incorporation formalities (registry filing, legal notice).
  • Tax advice (corporate tax, dividends, executive compensation).

Civil companies: SCI, SCP, SCM, management civil companies

The legal framework for managing assets and non-commercial activities

1. What is it?

Civil companies are created to carry out non-commercial activities.

  • SCI: Civil real estate company (property management/transmission).
  • SCP: Professional civil company (regulated professions).
  • SCM: Civil company for shared resources (pooling resources without sharing profits).

2. Who is concerned?

  • Individuals wishing to manage real estate assets.
  • Liberal professions.
  • Investors seeking to organize family transmission.

3. Why is it important?

  • Simple to set up.
  • Transparent taxation (direct taxation in the hands of partners).
  • Facilitated asset transmission (e.g., family SCI).
  • Unlimited liability of partners for company debts.

4. What we do for you

  • Formation of SCI, SCP, SCM according to your needs.
  • Drafting bylaws and shareholder agreements.
  • Tax advice (personal income tax or corporate tax option, capital gains, transfer duties).
  • Management of disputes between partners.

Professional practice companies: SEL, SELAFA, SELARL, SELAS, SELCA

The legal tool for regulated liberal professions

1. What is it?

Professional practice companies (SEL) allow regulated liberal professions to operate in a corporate form while complying with their ethical rules.

  • SELARL: Professional limited liability company.
  • SELAS: Professional simplified joint-stock company.
  • SELAFA: Professional public limited company.
  • SELCA: Professional partnership limited by shares.

2. Who is concerned?

  • Medical, legal, accounting, notarial, and architectural professions.
  • Professional firms wishing to admit new partners.

3. Why is it important?

  • Allows shareholding by other professionals.
  • Limited liability for partners (depending on the form).
  • Tax optimization: choice between corporate tax / dividends / compensation.

4. What we do for you

  • Advice on the most suitable form (SELARL vs. SELAS).
  • Drafting bylaws compliant with professional regulations.
  • Assistance with partner entry or exit.
  • Tax and social advice (compensation, dividends, contributions).

Cooperative companies

Doing business differently, with collective values

1. What is it?

Cooperative companies are based on the equal participation of partners.

Examples:

  • SCOP: Worker cooperative.
  • SCIC: Collective interest cooperative.

2. Who is concerned?

  • Employees wishing to take over their company.
  • Entrepreneurs with a collective project.
  • Stakeholders in the social and solidarity economy.

3. Why is it important?

  • Democratic principle: 1 partner = 1 vote.
  • Fair distribution of profits (mandatory collective share).
  • Local anchoring and stability through member involvement.

4. What we do for you

  • Advice on choosing between SCOP or SCIC.
  • Drafting cooperative bylaws.
  • Implementing participatory governance.
  • Tax advice (treatment of surpluses, legal reserves).

Economic Interest Groupings (EIG)

Pooling resources without creating a commercial company

1. What is it?

An EIG allows companies to pool resources without having its own profit-making purpose.

2. Who is concerned?

  • SMEs and mid-sized companies collaborating together.
  • Businesses sharing support functions (R&D, logistics, communication).

3. Why is it important?

  • No minimum capital requirement.
  • Minimum of 2 members.
  • Each member has unlimited and joint liability for debts.
  • Flexible management (freely drafted bylaws).

4. What we do for you

  • Advice on whether an EIG or a company is more suitable.
  • Drafting the constitutive agreement.
  • Organizing internal rules.
  • Tax advice (profit sharing, VAT).

FAQ

  • LLC (SARL) and SAS: minimum capital €1 (freely determined).

  • SA: minimum capital €37,000, with at least half paid up at incorporation.

  • SNC and SCI: no statutory minimum capital.

  • LLC (SARL): 2 to 100 partners (or 1 partner in an EURL).

  • SAS: at least 1 partner (SASU) with no maximum.

  • SA: minimum of 2 shareholders (or 7 if listed).

  • SNC and SCI: minimum of 2 partners.

  • LLC (SARL), SAS, SA: liability limited to contributions.

  • SNC and civil companies: unlimited and joint liability (SNC) or proportional liability (SCI).

  • SCA and SCS: general partners have unlimited liability, limited partners’ liability is limited to their contributions.

  • CIT (corporate income tax): standard rate 25% since 2022, with a reduced 15% rate on the first €42,500 of profit for SMEs.

  • PIT (personal income tax): some partnerships are subject to it by default, and LLCs (SARL) / SAS may opt for PIT for a maximum of 5 fiscal years under certain conditions.

  • Drafting the bylaws.

  • Depositing the share capital into a blocked account.

  • Publishing a legal notice.

  • Filing the incorporation documents with the registry.

  • Obtaining the official Kbis extract.

In practice:

  • 1 to 2 weeks to draft the bylaws and deposit the capital.

  • 48 hours to 1 week for registration and obtaining the Kbis (depending on the registry).

  • The overall timeframe is therefore generally 2 to 3 weeks.