Characteristics of a sole-shareholder SARL (SARLAU)
What are the formalities for creating a sole-shareholder SARL (SARLAU)?
Manager of a sole-shareholder SARL (SARLAU)
How to choose between SARLAU and auto-entrepreneur status?
Characteristics of a sole-shareholder SARL (SARLAU)
A limited liability company (SARL) is a popular type of business structure in many countries, including Morocco. A Sole Partner SARL (SARLAU), generally called EURL in other countries, is a hybrid form between a sole proprietorship and a corporation, offering the personal liability protection of a corporation while allowing the benefits and flexibility of a sole proprietorship.
The main characteristic of this type of SARL is that the liability of the sole owner or partner is limited to the amount of his capital contribution to the company. This means that the personal assets of the sole shareholder are protected in the event that the company is sued for these debts.
It should be noted that Moroccan law allows the possibility of creating a sole-shareholder LLC with a legal person as a partner.
In order to be able to integrate other partners into the capital of a sole-shareholder SARL, it is necessary to change its legal form by transforming it into a SARL.
What are the formalities for creating a sole-shareholder SARL (SARLAU)?
The formalities for creating a limited liability company with a single partner in Morocco are identical to the formalities for creating a limited liability company. The following 9 steps are necessary for its creation:
The legal formalities for creating a limited liability company (SARL) are around 9:
1. Negative certificate
Certificate that certifies and attests that no other company uses the same company name as that chosen by the applicant for his company.
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2. Drafting of the statutes:
The content of the articles of association varies from one company to another, they mention information relating to the creation of the company: the share capital and its distribution between partners, the activity of the company, etc.
3. Blocking of the paid-in capital amount:
Justify receipt of the funds by obtaining the certificate of blocking of paid-up capital issued by the bank. This step is not mandatory if the capital of the SARL does not exceed 100.000 DH.
5. Filing of acts of creation:
Registration of the deeds of incorporation with the Regional Tax Department. The latter has representation in the Regional Investment Centers (CRI).
6. Patent and Tax ID:
Registration with the Regional Tax Department to obtain the professional tax identification number (TP) and the tax identifier (IF).
7. Registration in the commercial register:
Application for registration in the commercial register at the level of the Commercial Court for any form of business, except for joint ventures.
8. Affiliation to the CNSS:
Step that allows the identification of an employer subject to the declaration of wages. This affiliation can also be carried out at the level of the CRI.
9. Official publication:
Make an announcement relating to the creation of a company in the official bulletin and official journal.
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Manager of a sole-shareholder SARL (SARLAU)
Once the SARLAU is created, the partner becomes responsible for managing the business in all its aspects. He is also responsible for preparing the company's annual accounts.
The law allows the partner to appoint another person as manager of the SARLAU. Thus, the appointed manager takes the management decisions and assumes his responsibility in this context.
How to choose between SARLAU and auto-entrepreneur status?
The status of auto-entrepreneur has certain advantages for launching a project alone. In particular because it is easy to obtain and because the tax rate applied to auto-entrepreneurs remains interesting.
Nevertheless, it has some drawbacks. Indeed, the auto-entrepreneur cannot hire employees. This represents an obstacle to the development of projects.
The auto-entrepreneur status also has the disadvantage of not allowing several projects to be carried out. Indeed, it is not possible to have several partners.
In conclusion, before choosing between the two statuses, it is important to consider the short-term growth potential of the project in order to choose the right status.