Simplified limited liability company (Société à responsabilité limitée simplifiée - SARL-S)

This page was last modified on 21-07-2017

The simplified limited liability company (SARL-S) is a form of commercial company established under different rules compared to the classical limited liability company (SARL).

The SARL-S namely aims to free entrepreneurs from some of the usual administrative constraints with regard to the creation of an SARL. The minimum share capital has been reduced to EUR 1 and the company can be formed under a private deed, without the need of a notary.

The SARL-S aims to be a tool for the immediate access to an economic activity for first-time entrepreneurs.

Who is concerned

The SARL-S is a legal form of company which is exclusively reserved for natural persons who wish to, among others:

  • benefit from a share capital of one symbolic euro (as opposed to the "classic" SARL which requires a minimum share capital of EUR 12,000) while having limited responsibility;
  • start a professional project that does not require significant investments, quickly and without necessarily requiring the intervention of a notary.
Natural persons may not be associates in more than one simplified limited liability company at a time unless the shares are transferred to them after the death of another associate.

A natural person may, however, be a shareholder of an SARL-S and of a company of another legal form (for example a SA or a conventional SARL) at the same time.

Prerequisites

The purpose of a simplified limited liability company, which is defined at the time of its incorporation, must fall within the scope of the amended law of 2 September 2011 regulating access to the professions of craftsman, trader, manufacturer, as well as some liberal professions.

Persons who wish to create an SARL-S must first apply for a business permit at the Ministry of the Economy.

How to proceed

Creation of the company

Constitutional documents

The incorporation of the company may be effected by a private deed, the intervention of the notary is therefore not obligatory. The company’s articles of association must be filed with the Trade and Companies Register (Registre de commerce et des sociétés - RCS) for publication in the electronic register of companies and associations (RESA) and for the registration of the company.

The wording "société à responsabilité limitée simplifiée" or "SARL-S" must be clearly indicated after the company name.

Duration

The SARL-S is established for a limited or unlimited duration: It cannot be dissolved by the death, suspension, bankruptcy or insolvency of one of the partners, unless otherwise noted in the articles of association.

Capital

Terms and conditions

The share capital must be between EUR 1 and EUR 12,000. It must be fully subscribed and fully paid up on formation of the company.

Contributions of the SARL-S' partners must be either in cash or in kind.

Building up a reserve

To offset the reduction of the minimum capital to only EUR 1, the law imposes on the company's partners that they make an annual draw-down of the net profits of at least 5%, allocated to the constitution of a reserve until the amount of the share capital increased by the reserve reaches the minimum amount of the share capital of a "classic" SARL, i.e. EUR 12,000. This obligation is in addition to that relating to the constitution of the legal reserve.

Form of company shares

The partner's shares are registered shares.

The partner's shares or profit shares cannot be issued to the public.

Neither the partner's shares nor the profit shares can be negotiable registered shares, they can only take the form of a participation certificate in the name of a specified person (certificat de participation à personne déterminée).

Transfer of company shares

Shares with voting rights can only be transferred by a living partner to another partner or holder of profit shares with voting rights upon approval from the partners representing at least ¾ of the shares (however, the articles of association may foresee a lower fraction but no lower than ½ of the shares).

The transfer of shares must be recorded in a private deed or in a notarised deed.

Partners

Conditions

Partners in an SARL-S must be natural persons. A company can never be a partner in an SARL-S.

A natural person can only be a shareholder in one SARL-S at a time, unless the shares were transferred to them following the death of another partner.

Number

As for a standard SARL, the number of partners can range from 1 to 100 persons.

General meetings of partners

  • ordinary and extraordinary general meetings are called by the business managers at least once a year for companies with more than 60 partners;
  • there are no predefined legal formalities concerning the form of or deadline for calls to meetings;
  • the rules for calling meetings can be defined in the articles of association.

Operation of the SARL-S

Management

Management is entrusted to one or several natural persons, whether partners or not, appointed by the shareholders in the articles of association or by a subsequent general meeting, for a limited or unlimited period.

These managers can carry out any operation deemed necessary or useful for the corporate purpose with the exception of those reserved for the partners as provided for by law or by the articles of association.

The day-to-day management as well as the representation of the business can be delegated to one or more business managers, directors and other agents, partner or not, acting alone or jointly.

The company is bound by the actions of the managers, even if these actions exceed the company object.

Civil servants, members of the courts, lawyers, notaries, members of parliament and of the government and of the military cannot become business managers of an SARL-S.

Unless stated otherwise in the articles of association, the managers can only be dismissed with a legitimate reason, such as: manifest incompetence, unfair competition vis-à-vis the company, or embezzlement of funds.

Accounting aspects

Accounting and financial information

Obligation to produce: a balance sheet, profit and loss accounts, annexes and, in principle, a management report, which must be approved by the partners’ meeting and lodged with the RCS (Trade and Companies Register) within the 7 months following the end of the financial year (6 months to hold the meeting plus 1 month after the meeting);

SARL-S' can draw up an abbreviated balance sheet if, on the balance sheet date, they do not exceed 2 out of 3 of the following criteria:

    • balance sheet total: EUR 4.4 million;
    • net turnover: EUR 8.8 million;
    • average number of (full-time) staff: 50.

An SARL-S can combine certain headings in the profit and loss accounts if, on the balance sheet date, they do not exceed 2 out of 3 of the following criteria:

    • balance sheet total: EUR 20 million;
    • net turnover: EUR 40 million;
    • average number of staff: 250.

The accounts must be drawn up according to the "Lux Gaap" rules.

Controlled supervision of the company

Only companies with more than 60 partners are subject to mandatory supervision by one or more auditors (commissaires aux comptes), partners or otherwise, appointed in the articles of association;

the legal audit of accounts by an approved statutory auditor (réviseur d’entreprises agréé) is mandatory in all companies which, on the balance sheet date after 2 consecutive financial years, exceed 2 out of the following 3 criteria:

    • balance sheet total: EUR 4.4 million;
    • net turnover: EUR 8.8 million;
    • average number of (full-time) staff: 50.

Tax aspects