Societe en Commandite par Actions (SCA) - Partnership Limited by Shares Registration in France

SCA in France

The partnership Limited by shares or the Societe en Commandite par Actions is the form of a commercial company where the partners are divided into two groups which are limited partners and general partners which means that the operations are based on the distribution of powers and risks which can vary accordingly to the status of each partner.

This type of company is provided for and regulated by articles 226-1 of the commercial code and by the texts that relate to the SCS to the extent where provisions are compatible with provisions particular to the Societe en Commandite par Actions.

Also, as commercial companies the SCA in France are also subject to article 1832 of the civil code. The SCA is different from other commercial companies regarding the distribution of partners in two different categories which are the general partners having the same status as the general partnership partners (SNC) and the Limited partners who have the same status as the limited company i.e. SA.

Advantages of the Societe en Commandite par Actions

There are many advantages of the Societe en Commandite par Actions, one of which is that SCA in France has operational flexibility.

The partners should only respect the following mentioned rules:

• The manager’s salary should be set in AGM
• The limited partner's impossibility to be on the supervisory board
• Get the agreement of the majority of sponsors for the modification of the legal status of the company
• The limited partner's impossible interference in the external management of the company.

Except for the flexible organization, the Societe en Commandite par Actions allows the general partners to retain control, directions, and management of the company.

General partners cannot freely transfer shares in Societe en Commandite par Actions, thus avoiding the offers of public purchases since the unanimity of the general partners is needed to transfer the shares to the third party.

The SCA in France allows the general partners to bring ideas and to invest. The limited partners can transfer shares freely which allows the securities to be sold on the financial markets leaving control to the general partners.

What are the characteristics of the SCA in France?

The Societe en Commandite par Actions characteristics which are important for the formation of an SCA in France are mentioned as follows:

1. For the Societe en Commandite par Actions, the share capital should be a minimum of €37,000 during the time of its creation
2. At the time of the formation of the Societe en Commandite par Actions, 50% of the cash contributions should be paid and the balance should then be completed within five years.
3. In the Societe en Commandite par Actions, there should be a minimum of four shareholders, including the general partners and the three limited partners.
4. The SCA in France can be managed by one or more general partners and other persons who are natural or legal, not the company's part, can also be appointed to the manager's position.
5. During an ordinary general meeting, a supervisory board is appointed and is composed of at least three limited partners who are in charge of the controlling management of the company.

Share Capital of the Societe en Commandite par Actions

The share capital of the Societe en Commandite par Actions should be at least €37,000 or if the company is listed on the regulated market, then it should be €225,000 also the capital can be made up of the contribution in cash that is money, and contribution in kind which can be goods like equipment, vehicles, business, patents etc.

The general partner's share does not contribute to the capital formation. However, the general partners can subscribe themselves to the shares and, therefore, combine the qualities of the limited partners and general partners.

Upon creation, the release of the contribution should be at least half of the cash contribution which is to say paid into the account which is available to the company and the other half should be released within five years of the registration.

The contribution in Kind evaluation by the contribution commissioner is compulsory when the two conditions are met, which are as follows:

• The value of the contribution in kind is greater than €30,000
• The contribution’s total value should represent more than half of the share capital

Also, the financial responsibility of the partners in Societe en Commandite par Actions will depend on their status, which are as follows:

In the general partners, their liability will be joint and indefinite which means creditors of the SCA can pursue each general partner to pay the entirety of debt by his assets.

In limited partners, the liability is limited to the amount of capital contribution, which means that they can't be charged for their personal assets.

If the partners combine the general partner and limited partner status then they both will remain jointly and indefinitely liable for the company’s debt that is corporate liabilities in their capacity as the general partners.

Governance of the Societe en Commandite par Actions

Any Societe en Commandite par Actions will have one or more managers designated in the statutes when it is made. These can be the general partners or the third parties.

During the lifetime of the company, the general partners can also appoint new managers. Unless there is something else provided in the statutes, Unanimity is needed. The managers are invested with the broadest power to act in all situations on behalf of the company like for example taking out professional insurance, payments to social security, sending notices, etc.

With third parties, even if the actions of the manager do not fall within the corporate purpose the company is bound by them unless it is proofed that the third party knows that the act went beyond the purpose.

The Societe en Commandite par Actions also includes the supervisory board whose motive is to permanently control the management. The supervisory board is made up of at least three limited partners of which the general partners can not be members.

The supervisory boards guarantee the control of the uniformity and sincerity of the accounting and financial information. In this capacity, the supervisory board presents a report each year to the general meeting in which they point out the irregularities and inaccuracies that are noted for the financial year in the accounts.

The supervisory board members do not have manager status and will not incur liability because of the management's actions and their results. Also, they can’t even be sued for the mismanagement.

The rise in the liability of the supervisory board will be when there is failure or negligence in the execution of the mandate and their duty of control. This will also be the case when the supervisory board fails to reveal to the general meeting an offense that is committed by managers that was known by them.

The tax regime of Societe en Commandite par Actions

The Societe en Commandite par Actions is subject to the corporate tax (IS). The tax rate is 25%, and the reduced rate of 15% will apply to up to €42,500 of profits if:

• The company will achieve a turnover of less than 10 million euros in which tax is excluded
• In the company, share capital is paid up by 75% Of the shareholders

Leaders Taxation

The remuneration received by the manager with respect to the corporate mandate is subject to income tax (IR) in the category of wages and salaries. The 10% reduction of the manager's expenses, such as accommodation, meals, travel, etc., is made before the tax application.

The remuneration which is received by the supervisory board members will have the payment fixed by the ordinary general meeting of the global sum, which the members will distribute among themselves. This remuneration will be taxed under the income tax (IR) in the income category from movable capital.

Partners Taxation

The General partners are remunerated by the share of profits which are fixed in statutes, which will take into account the risks that are linked to the joint and unlimited liability. In the contribution to the industry, an additional share will be provided to them.

The income that is received by the general partners is taxed for Income tax (IR) in the category of industrial and commercial profits (BIC).

The limited partners receive the dividends, which will fall into income from the movable capital category.

Dividends will be routinely taxed at the single flat-rate levy (PFU) OF 30%, which will include 12.8% for the income tax and 17.2% for the social security contributions. The partners can choose the taxation on the income tax scale.

How does Societe en Commandite par Actions work?

The operations of the SCA in France are particular because joint decisions are subject to double consultation and the general meeting of each associate's group.

Social Regime of the Manager

Affiliation to the social system will vary depending on the quality of the manager, which is as follows:

• The general partner is a manager: he will be excluded from the general social security system for employees and will be covered by the social security system for self-employed
• The manager is paid third party: he will be subject to the general social security regime
• A manager is an unpaid third party: he will not be covered by any mandatory Social Security system

SCA accounting

In accounting the Societe en Commandite par Actions should have the permanent auditor and deputy. Their names should appear in the statutes.

The partners should meet in the AGM six months after closing the financial year for the approval of accounts.

After the AG approval, they will be sent to the commercial court's registry.

Taxation

The Societe en Commandite par Actions is subjected to the tax regime for the capital companies and, thus liable for the corporate tax on all profits, which includes the share accumulating to the general partners. The company will also be liable for the value-added tax.

Regarding the distributed income, all the partners are subjected to the same tax regime. The remuneration paid to the manager of the SCA in France is taxed in the category of salaries and wages, the same as the majority of managers of SARL, which is to say that tax on income and dividends are according to PFU or the IR in the income from movable capital category.

Transmission of the shares in SCA 

For the transmission of the shares in Societe en Commandite par Actions, the general partners and limited partners follow different regimes.

The general partner's share transfer requires the unanimous agreement of general partners and limited partners. However, the statutes can provide the majority in number and capital of the limited partners, which, combined with the consent of all the general partners, will be enough if the general partner will transfer only part of its shares. The transfer of the shares should be recorded in writing as a deed under the private or notarized signature and should involve the amendment of the statutes to be published in the RCS.

In limited partners, the transfer of shares is free, but the law doesn't provide any approval procedure. Also, the company statutes can include an approval clause. This will make it possible for the submission of a transfer of shares to partners agreement jointly or by the majority.

Step for Partnership Limited by Shares Registration in France

If you are planning for the Partnership Limited by Shares Registration in France, then you should follow the following steps mentioned below:

Step 1- Company’s Domicile

The first thing to do for Partnership Limited by Shares Registration in France is to determine the address of your head office which is to say the place where the activity of the company takes place regularly. You will also need the address proof from the company for the registration file it can be a lease, telephone bill electricity, etc.

Step 2- Draft the statute of the Company

For the Partnership Limited by Shares Registration in France, drafting is a crucial step as the shareholders have great freedom you should ensure that all the situations are covered to avoid the risk of litigation and blockages.

The statute of the company should be drawn up and signed in writing by all the founding shareholders. In the statute, there must be a particular thing specified:

1. Company name
2. Form of a partnership limited by shares
3. Social purpose
4. Share capital amount
5. Duration of company
6. Headquarters
7. Contribution of each partner
8. Operating methods
9. Identity of the auditors and their deputy
10. Identity of the manager unless there is a separate document
11. Conditions for Manager Dismissal
12. Conditions for Supervisory Board Appointment

After the statute of the company has been drawn up and signed the shareholders can submit the share capital with the authorized depository that is bank, notary, or the lawyer. The certificate of deposit of the share capital will be given to them.

It will be appropriate for the publication of the notice of incorporation of the company in the legal notice journal (JAL), where this announcement should mention the following information:

1. Company name
2. Form of a partnership limited by shares
3. Social purpose
4. Share capital amount
5. Company duration
6. Headquarters
7. Identity of manager
8. Supervisory Board members identify
9. Auditor” identity
10. Admission to shareholder meeting condition
11. Existence of an approval clause
12. Registry of the court from which the company will be registered

Step 3- Register your Company

To register a Societe en Commandite par Actions, you will be required to complete a file, which has to be submitted to the online registry. The registration file should include the below-mentioned documents:

1. Signed and duly completed MO form
2. Statutes certified copy dated and signed
3. Deposit of share capital certificate copy, with the subscriber's list that includes the number of shares subscribed and the paid amount by each
4. the act of appointment of the manager if the manager is not designated in statutes
5. Beneficial owners’ declaration
6. Power of the manager
7. Publication in legal notices newspaper certificate
8. Identity document of the manager copy, general partners, supervisory board members, and declarations of honour and non-conviction declaration and filiation
9. Auditors’ information
10. For filing fees, a check payable to the commercial court

After your file is validated, you will then receive a Kbis extract.

Start your Partnership Limited by Shares Registration in France

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We will facilitate AGM organization for the account approval and handle submissions to the commercial court registry. Start your business today with Enterslice. Trust us for the efficient and compliant Partnership Limited by Shares Registration in France.