When a business manager must choose between the status of limited liability company manager (SARL) and that of president of a simplified joint stock company (SAS), several criteria come into play. Insights with explanations from Bertrand Sers, tax partner Walter France.
The legal choice between SARL and SAS has implications on the social status of the manager. This strategic choice has major implications on social charges, taxation, social protection and the personal responsibility of the business manager. Thus a majority manager of an SARL has the status of non-employee and pays himself a net remuneration on which he will have to pay approximately 43% of social charges.. A president of SAS has the status of assimilated employee : he pays himself a net salary, on which he will have to pay approximately 65% of social charges. The gap is considerable : on an annual net remuneration of 100,000 euros, the savings in social charges for a majority manager of an SARL can reach 22,000 euros. However, this economy has a downside : much weaker social protection, particularly in matters of retirement and welfare. To compensate, the SARL manager will therefore have to subscribe to optional contracts, thus reducing the real contribution gap. Remember that this difference in social charges between employees and non-employees can be explained, among others, by the fact that employees contribute to health insurance for disability/death and can be compensated for this, while non-employees are only entitled to low compensation in the event of such an event.. Finally, and this is the most important, retirement coverage is significantly more favorable for equivalent employees.
Dividends and social contributions : a false issue
If the tax regime for the dividend is the same in both cases (tax rate of 12,8% with, on option, possibility of imposing the dividend on the progressive scale), the social dividend regime differs significantly between a TNS manager (self-employed worker) of SARL and a sole associate president of SAS (simplified single-member joint stock company). For the majority manager of SARL, covered by the TNS regime, the share of dividends which exceeds 10% of the share capital, share premiums and sums paid into the partner's current account are subject to social security contributions, with an overall rate of around 43%. Below this threshold, only social security contributions of 17,2% applies, as for any associate. Conversely, the sole associate president of SAS, assimilated employee, sees the entirety of its dividends only subject to social security contributions of 17,2 %, without liability to social security contributions, whatever the amount distributed. This treatment (apparently…) more favorable in SAS partly explains the choice of this structure to optimize taxation and social charges on short-term dividends. Nevertheless, and in the case of the TNS manager of SARL, the excess social security contributions paid are tax deductible and above all provide a deferred social asset in terms of retirement rights when the social security contributions paid by the president of SAS are wasted...
Responsibility of the manager
Finally, the responsibility of the manager in the face of social debts is a crucial criterion. In the event of economic difficulties or liquidation of the company, the directors of SARL, who are covered by the Social Security of the self-employed, are personally responsible for unpaid social security contributions ; they can be sued on their own property. On the other hand, in a SAS, social debts remain debts of society, thus protecting the manager from personal liabilities in the event of company failure.
An à la carte choice according to the profile of the manager
In summary, the choice between SARL and SAS depends strongly on the personal strategy of the manager. Is he looking for better control of the cost of remuneration? ? The SARL offers a clear advantage on charges in the compulsory regime. Is he sensitive to the quality of his social protection? ? If the provision in terms of daily allowance is comparable (with a slight advantage for the SARL manager), the status of assimilated employee of SAS, more expensive, is also more protective in the event of disability/death as well as in terms of acquisition of retirement rights. Does he want to limit personal risks in the event of economic difficulty? ? In this case, the SAS constitutes a more secure option.. Pour Bertrand Sers, “This choice is therefore far from trivial and must be considered according to the profile of the manager, of its asset objectives and its aversion to risk. A numerical simulation, carried out by an accountant, is strongly recommended in order to fully understand the issues in terms of social coverage. »
