Unregulated structures

Reminder of the main characteristics of such companies


In legal terms, these companies correspond:

  • First, to a contract entered into by and between different individuals and / or legal entities, who come together for the purpose of carrying on an activity and earning profits therefrom, while at the same time agreeing to bear any losses incurred (sometimes up to certain limits); and

  • Second, to a legal entity (with the exception of the joint venture [Société en participation], see hyperlink: Structuration > Unregulated structures  > Other types of company), which has its own corporate interests. 

There are 2 main categories of companies, reflecting the level of liability borne by the shareholders:

  • Companies whose shareholders bear unlimited liability, namely partnerships [Sociétés de Personnes]:
    • Sociétés Civiles Immobilières (“SCI”): the shareholders bear unlimited liability but this is pro rata to the rights held by each of them in the company’s share capital; the SCI cannot engage in commercial activity;
    • Sociétés en Nom Collectif (“SNC”): the shareholders’ liability is not only unlimited but also joint and several, i.e. any partner may be liable for the entirety of the company’s debts, regardless of the proportion of the share capital it holds; the SNC is allowed to engage in commercial activity.

  • Companies whose shareholders bear limited liability.
    The main companies of this type are:
    • Sociétés Anonymes (« SA ») ;
    • Sociétés à Responsabilité Limitée (« SARL ») ;
    • Sociétés par Actions Simplifiées (« SAS »).

The liability of the partners and / or shareholders in these companies is limited to their capital contributions. Other than in exceptional circumstances, the shareholders cannot be called upon to settle the company’s debts over and above the level of their contributions.

Focus // LIMITED PARTNERSHIPS

Limited partnerships are a further category of company, taking the form of either an ordinary limited partnership or a partnership limited by shares. 

In legal terms, these companies are characterised by the fact they have two categories of partner / shareholder: first, limited partners, who bear limited liability in relation to their contributions; and second, general partners, who bear unlimited liability. This difference in the status of their financial liability means that these two categories of partner enjoy different rights. 

In tax terms, these companies may be subject to a dual status, with the share of profits accruing to limited partners still being liable for corporation tax at company level, whereas profits accruing to general partners may, if applicable, be taxable at partner level, as the company is in part “translucent”.

 

Also in tax terms, companies are divided into 2 categories (which are different from the above categories) depending on whether they themselves are liable for corporation tax (CT) or are deemed translucent for tax purposes.


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