The company is automatically dissolved after one year if the number of members exceeds 100, if the capital is below the legal minimum; Loss of half of the capital. However, the limited liability company is not dissolved by the death of a partner (or his disability, personal bankruptcy, etc.). The limited liability company is dissolved if it has more than 100 partners and the situation could not be corrected within 1 year or if the partners could not effectively discuss the decision to be taken after the loss of half of the capital or could not settle the situation within 1 year. A Luxembourg limited liability company (SARL) is a form of Luxembourg company with limited and closed ownership. It is approved under the Commercial Companies Act of 1915, but many changes took place when, from 2005, the EU imposed conditions on Luxembourg to limit the use of Luxembourg company forms for extreme tax evasion or evasion. An LLC has access to tax treaties[clarification required], which was prohibited for certain former forms of companies. [1] The situation in 2012 is still somewhat fluid and all the information presented here should be carefully examined. [2] A limited liability company (SARL, S.à r.l. and similar) is a form of private company operating mainly in French-speaking countries such as France, Luxembourg, Monaco, Algeria, Morocco, Tunisia, Madagascar, Lebanon, Switzerland (where it is also designated by GmbH or Sagl) and Belgium (where it has been operating since 1. May 2019 also referred to as besloten vennootschap and abbreviated as SRL) exists. The main purpose of an LLC is to carry out a commercial activity. An LLC is limited to a maximum of 40 shareholders and they are only responsible for the amount of their paid-up capital. If there are fewer than 25 shareholders, no general meeting is required.

Currently, a SARL must have a minimum paid-up capital of approximately 12394.68 euros[3], divided into “participation certificates”, which are not freely transferable. An annual capital tax may be due. There are several subforms, all with their own rules. For example, an LLC called “SoParFi” (financial holding company) is a form adapted to the control of offshore activities. The limited liability company, whose legal character is somewhat ambivalent because it is not qualified as a partnership or a company, was developed in Germany (GmbH) by a law of 1893. The legal form of the limited liability company in France dates back to 1925. The Law of 1 August 2003 abolished the requirement that, with the exception of the conversion of the limited liability company into another form, a reduction of the capital below the legal minimum can only be decided on the condition precedent of carrying out a capital increase at least at this level. There are now nearly 1,500,000 SARLs, or two-thirds of the commercial organizations in France.

The SARL is particularly suitable for small and medium-sized enterprises. A SARL can be divided into different complementary forms depending on the activity and the partners, which can involve, among other things, different tax advantages: a SARL with variable capital (the SARL with variable capital), a SARL presse (the SARL de presse) or a family SARL (the SARL de famille). The partners of a limited liability company (between 2 and 100) do not have the status of trader and can exercise a lucrative activity within the company. As with any legal form, the partner has rights and obligations. Contributions in cash ** The capital increase is decided by the Extraordinary General Meeting since the amendment of the articles of association by a majority of 3/4 shares. Where the statutes so provide, the decision may be taken by written consultation. The managers of SARLs are called “managers”. Each SARL has at least one manager. The managing director(s) is (are) appointed by the articles of association (statutory directors) or by resolution of shareholders representing more than half of the capital. This is for the second session, but in the constitutive session 3/4 of the capital is required in votes. Option: If all the members are natural persons and family members (spouse and/or children), the SARL can opt for income tax (IR). In this case, the service is systematically distributed among the partners and added to the income statement.

The status of minority or egalitarian manager. It is compared with that of a worker covered by social protection and benefits under the general social security scheme. In the egalitarian status of manager, that of the minority is compared. It is possible to combine the minority management function with the quality of the employee. The manager must meet the following conditions: SARL and its shareholders are taxed as a limited liability company, i.e. income tax. The Law of 24 July 1966 contains few specific provisions on the increase in SARL`s capital. It should therefore be based on the provisions applicable to the SA.

Participations in an LLC are represented by shares. They are not freely transferable; Unless the intended recipient is a spouse, descendant or other close relative, transfers require the consent of half of the partners (since Order 2 March 2004). For the general manager of the company, there are two distinct systems of social protection: the status of minor or egalitarian general manager and the status of the majority of general managers, which is determined by the number of shares of the managing director, his spouse and unemancipated minor children. The manager is a minority if he holds less than 50% of the shares; egalitarian, it holds 50% of the shares (same status as the minority of leaders); Majority if it holds more than 50% of the shares. Attention: If co-management, it aggregates the shares held by all the managers to determine their respective social status. The SARL is defined in articles 772 and following of the Code of obligations. Apart from these articles, they are those of the public limited company (Art. 620 et seq.). One of the main advantages of an LLC is limited liability; An owner or other investor of the company cannot be held liable for more than what he has contributed to the capital of the company.

In this respect, an LLC is largely equivalent to a UK limited liability company or an American limited liability company. It is necessary to refer to the rules for reducing the share capital of joint-stock companies: if the company is transformed into a general partnership or a civil partnership, it requires the unanimous agreement of the shareholders. Check the notion of extinction of the object, liquidation, termination of the statutes, decision-making partner. In terms of publicity, for example for the increase in cash contributions, but in addition to the submission of the Commissioner`s report on contributions to the Commercial Court.