Between SAS and SARL, the difference in social security contributions can be as much as €10,000 to €14,000 per year for a net salary of €40,000. This major difference is due to two distinct systems: the chairman of an SAS is treated as an employee (65-80% social security contributions), while the majority shareholder of a SARL is treated as a TNS (40-45% social security contributions). Understanding these mechanisms will enable you to optimize your remuneration and make substantial savings.

What are social charges in SAS and SARL?

Social security charges finance your social protection (retirement, sickness, provident fund). Their amount varies considerably according to your company's legal status and your position within it. In a SAS, as in a SARL, the applicable social security system depends essentially on whether you are a salaried executive or a self-employed worker, a fundamental distinction which determines the rate of contributions and your social security rights.

The social security system for SAS chairmen: assimilated employees

The Chairman of an SAS must be covered by the general social security system as an assimilated employee. This status applies even if he or she is the company's majority or sole shareholder.

Social security charges in SAS

For a net salary of €1,000 paid to the chairman of an SAS, the total cost to the company is €1,650 to €1,800, representing an overall expense ratio of 65% to 80%. This cost breaks down into two components: approximately 22% in payroll costs (deducted from the executive's gross salary) and 42 to 45% in employer's contributions (borne directly by the company). These percentages vary slightly according to salary bracket and applicable industry agreements.

Social protection for SAS directors

In return for these high contributions, the Chairman of an SAS benefits from comprehensive social protection. They contribute to basic and supplementary pensions, health insurance, family allowances and provident schemes. They do not contribute to unemployment insurance, unless they combine their mandate with a separate employment contract. The pension rights acquired are generally higher than those under the TNS regime.

Social security for SARL managers: TNS or assimilated employee

In a SARL (limited liability company), social security contributions depend on the manager's share in the company's capital. This distinction creates two radically different situations.

Majority manager: the TNS regime

The majority shareholder of a SARL (holding more than 50% of the company's shares) is covered by the French self-employed workers' scheme (TNS), and is affiliated to the Social Security system for the self-employed (Sécurité sociale des indépendants - SSI). Social security charges represent around 40 to 45% of net remuneration, i.e. a total cost of 1,400 to 1,450 euros for every 1,000 euros net paid. The savings compared with the assimilated employee scheme are substantial: around 200 to 350 euros per 1,000 euros net.

In return for these lower costs, social protection is less extensive, with no unemployment insurance contributions and pension rights that are generally lower than under the general scheme. To compensate for these shortcomings, the majority shareholder must often take out private supplementary insurance.

Minority or equal shareholder manager: assimilated employee

A minority or equal shareholder (holding 50% or less of the shares) is treated as an employee. They are covered by the same general scheme as the Chairman of an SAS, with the same contribution rates (65% to 80%) and the same comprehensive social protection.

This situation is identical to that of the chairman of an SAS in terms of social charges and social rights. The choice between SARL and SAS makes no significant social difference for these managers.

Numerical comparison: SAS versus majority-owned SARL

To illustrate the financial impact in concrete terms, let's take the example of a net annual salary of 40,000 euros. With a minority-owned SAS or SARL, the total cost to the company is around 66,000 to 72,000 euros. With a majority-owned SARL (TNS regime), this cost falls to around 56,000 to 58,000 euros.

The annual savings from opting for the status of majority shareholder of a SARL are therefore between 10,000 and 14,000 euros. Over ten years, this difference represents between 100,000 and 140,000 euros, a considerable amount for an SME or sole trader.

Comparative table of payroll taxes

These figures clearly demonstrate the immediate financial advantage of the TNS regime for the majority SARL manager. The annual savings of between 10,000 and 14,000 euros represent a substantial cash flow gain for the company. However, this saving must be set against the reduced social protection and pension rights offered by the status of self-employed worker.

Dividends and payroll taxes: a key element

Dividend remuneration is a major lever for optimization, but the rules differ significantly between SAS and SARL. This distinction has a direct impact on the amount of social security contributions due, and requires an in-depth analysis of your capital structure, your annual accounts and the applicable tax regime, in particular the single flat-rate withholding tax.

Dividends in SAS

In SAS, dividends paid to shareholders, including the Chairman, are not subject to any social security charges. They are only subject to the single flat-rate withholding tax (PFU) of 30% or, optionally, to the progressive income tax scale with a 40% allowance. This exemption from social security charges makes it possible to optimize overall remuneration by giving preference to dividends rather than high employee remuneration.

Dividends in a majority-owned LLC

The situation is different for the majority shareholder of a SARL. Since 2013, the fraction of dividends exceeding 10% of share capital, additional paid-in capital and sums paid into partners' current accounts has been subject to TNS social security contributions.

Example: with a capital of €10,000, only €1,000 of dividends are exempt from social security contributions; the remainder is subject to 40-45% of TNS contributions.

This rule attenuates the advantage of the TNS regime for large distributions, and provides an incentive to increase share capital or current accounts in order to raise the threshold for tax contributions.

Special case: the EURL and its social security system

The EURL (Entreprise Unipersonnelle à Responsabilité Limitée) is a SARL with a single shareholder. The sole managing partner is automatically covered by the TNS social security system, with the same contribution rates as the majority managing partner of a SARL, i.e. around 40 to 45% of net remuneration.

The EURL has the advantage of administrative simplicity, while retaining the benefits of the TNS regime. It is an interesting alternative to the SASU (SAS unipersonnelle) for entrepreneurs wishing to minimize their social charges, particularly in the start-up phase. The difference in social security charges between EURL and SASU can be as much as 10,000 to 14,000 euros per year, for a net salary of 40,000 euros.

For optimum taxation, the EURL also allows you to combine moderate remuneration with dividend distribution, subject to the 10% rule applicable to dividends subject to social security contributions. This flexibility makes it a strategic choice for the sole trader seeking to optimize social security and tax protection.

Strategies for optimizing payroll taxes

There are several ways to legally reduce your social security contributions, while preserving your social security rights and protection. The first lever is to choose between remuneration and dividends: in an SAS (simplified joint stock company), dividends drastically reduce social security contributions, while in a majority-owned SARL (limited liability company), this strategy works up to the threshold of 10% of capital and current accounts. By increasing the share capital, SARL majority managers can raise the dividend exemption threshold. Finally, the use of partners' current accounts offers a flexible alternative to capital increases, as these sums are also included in the calculation of the 10% threshold, while remaining recoverable without any particular formality.

Compensation-dividend arbitrage

The optimum balance between salary and dividends depends on your legal structure. In an SAS (simplified joint stock company), preferring dividends drastically reduces social security contributions: for 100,000 euros in profits, you save around 40,000 euros in contributions by distributing dividends rather than paying an equivalent salary. In majority-owned SARLs, this strategy works up to the threshold of 10% of capital and current accounts, beyond which dividends are subject to TNS contributions.

Personal taxation also plays a decisive role in this decision. Dividends are subject to a flat-rate withholding tax of 30% or, if you prefer, to the progressive tax scale with a 40% allowance. Depending on your tax bracket, either option may be more advantageous.

A personalized simulation is essential to determine the optimal mix for your asset situation, your immediate cash flow needs, your retirement objectives and your overall level of taxation. A tax lawyer can support you in this analysis by modeling different scenarios and anticipating legislative changes likely to impact your strategy.

Share capital increase

For SARL majority owners, increasing share capital raises the dividend exemption threshold. A share capital of 100,000 euros enables you to distribute 10,000 euros without social security charges, compared with just 1,000 euros with a share capital of 10,000 euros.

This strategy requires sufficient liquidity, however, and must be weighed against the other legal implications and overall tax burden of a capital increase. The operation also involves administrative formalities and registration costs that should be anticipated.

Use of partners' current accounts

Amounts paid into a partner's current account are included in the calculation of the 10% threshold that determines the portion of dividends exempt from social security charges. This technique offers a strategic alternative to capital increases for SARL majority owners wishing to optimize their distributions.

In concrete terms, if your SARL has capital of 20,000 euros and you have paid 30,000 euros into a partner's current account, the exemption threshold is 5,000 euros (10% of 50,000 euros). This means that you can distribute this sum as dividends without incurring additional social security contributions, unlike the excess fraction, which will be subject to TNS charges.

This approach offers several decisive advantages. First, reversibility: you can recover your current account contributions without any special formalities, unlike a capital reduction, which requires complex legal procedures. Secondly, flexibility: you can fund your current account according to your available cash flow, without making a definitive commitment. Finally, you benefit from the same tax and social security advantages as a capital increase.

Please note, however, that current account deposits may generate interest that is deductible for the company but taxable for you, subject to a regulated rate. You should also formalize these contributions in writing, clearly distinguishing them from simple cash advances.

Statutory flexibility

The SAS offers almost total statutory freedom. You can organize governance, voting rights and share transfer procedures to suit your specific needs. The SARL has a more rigid framework, defined by the French Commercial Code.

Transfer and sale

The sale of SAS shares is generally simpler and less costly from a tax point of view than the sale of SARL shares. Registration fees are 0.1% for SAS, compared with 3% for SARL (after tax allowance). This significant difference can represent several tens of thousands of euros for the transfer of a large company.

Beyond the tax aspect, the transfer procedure itself differs. In SAS, the transfer of shares is carried out by a simple account-to-account transfer and signature of a movement order. In SARLs, the transfer of shares requires a private deed or a notarized deed, in most cases with the approval of the partners, which slows down the transfer process.

Capital increase

If you're planning to welcome investors or raise funds, the SAS is almost always the preferred choice. Its shareholder structure and flexibility appeal to business angels and investment funds. The possibility of creating different classes of shares (preference shares, preference dividend shares) facilitates negotiations with investors and enables the rights of each to be adapted according to the contributions and risks taken. In SARLs, the rigidity of shares and the legal constraints on their transfer make the operation more complex and less attractive to outside investors.

Optimize your legal structure with expert support

The choice between SAS and SARL is based on several decisive criteria: the level of social security contributions (40-45% in a majority SARL versus 65-80% in an SAS), the desired social protection, the taxation of dividends and the flexibility of governance. Potential savings can amount to tens of thousands of euros a year, but must be weighed against your financial objectives and your need for social security cover. Expert support enables you to analyze all these parameters and optimize your company's legal structure over the long term.