Single-member private limited liability company (EURL): what you need to know
Verified 21 February 2026 - Entreprendre Service Public / (Prime Minister)
EURL is a limited liability company (SARL) comprising only one partner. It may be a natural person or a legal person (another business or an association). When new partners join EURL, it can easily become an SARL.
The single-person company with limited liability (EURL) is a commercial business that can exercise any type of activity, with the exception of certain regulated sectors (insurance, savings, regulated liberal professions).
The EURL includes only one partner. It may be a natural person or a legal person (for example, another business or an association).
The EURL may be constituted, from the outset, by a single person. It may also result from the combination in one hand of all the shares of a company SARL on the occasion of the withdrawal or death of a partner.
There's no no minimum share capital required when creating the business.
The EURL allows to limit liability the amount of the shareholder's contribution to the share capital. In practice, this means that the sole partner cannot be sued over his personal property. However, where the sole shareholder is also the manager, his liability may exceed the amount of his contributions in the event of mismanagement. For example, he may be ordered to pay part of the debts of the EURL if he makes a declaration of cessation of payments late, i.e. without respecting the deadline.
The creation of an EURL requires the drafting of statutes. One status template of EURL, whose management is provided by the sole partner, is available on the Legifrance website.
Please note
You are considering build an EURL ? We explain how build a business step by step.
Sarl with single partner
To create an EURL, you must perform an contribution to share capital business. In return for his contribution, the partner obtains shares.
There is no share capital Minimum. It consists of cash (money) and/or in-kind contributions (e.g. computer, car).
The cash contributions shall be paid as follows:
- At least 20% inputs when creating the business.
- The balance within 5 years after theregistration of the Euro
The contributions in kind are carried out by a transfer of ownership in favor of the business. It may be a tangible asset (vehicle, computer equipment, etc.) or an intangible asset (trademark, patent, etc.).
Their evaluation by a reporting commissioner is mandatory when 2 conditions the following are combined:
- A contribution in kind has a value greater than €30,000
- And the total value of in-kind contributions represents more than half of the share capital.
The Securities Commissioner shall be appointed by the sole shareholder.
In return for its contribution, the sole shareholder may receive a share of the profits of the business (called dividends ).
Evaluation of in-kind contributions
Amount of in-kind contribution that does not require a Contribution Commissioner
The EURL is headed by a manager who is obligatory a natural person.
The manager may be the sole partner of the EURL or a third party to the business.
Warning
Where the EURL sole partner is a legal person, the management must be entrusted to a natural person.
Steering body
Most often, the sole partner is the EURL manager. However, in some cases, stewardship is provided by a third party, i.e. a person outside the business.
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Single Associate Manager
The sole shareholder appoints himself manager in the statutes of the business or by a subsequent decision.
The EURL manager must accomplish everything act of management. Thus, it can, on behalf of the EURL, sign contracts, hire employees, take legal action, etc. All its decisions must be in accordance with the social interest of the business, i.e. be useful to it.
Decisions that are against the interests of the business can be characterized as mismanagement (e.g. failure to pay social security contributions, misappropriation of company money). They then engage its responsibility.
It is forbidden for the manager to perform the following acts:
- Borrowings from EURL
- Getting an overdraft from the EURL current account
- Be guaranteed by the EURL personal commitments towards third parties: the EURL cannot guarantee personal commitments of the manager towards third parties.
Non-Associate Manager
The manager is appointed by the sole partner.
It has a corporate mandate to act on behalf of and for the business. Its powers are defined in the statutes of the business.
The non-associate manager shall in particular establish the annual accounts and the annual management report. He must communicate them to the sole shareholder before it is decided (approval of the annual accounts, distribution of the result, etc.).
Powers of the sole partner
The rules governing the decisions taken by the sole shareholder are different depending on whether or not he manages the business.
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Single Partner and Manager
The sole partner stacking the powers of legal representative and associate.
He has the same powers as the partners of a SARL .
It is pronounced as unilateral decisions. In particular, it shall decide on transfer of registered office, of change of company name business, waterincrease in share capital. All decisions must be recorded in a register.
The sole partner is exempted from calling himself to a meeting. There is no rule to apply to voting, quorum and attendance sheets. On the other hand, the decisions of the sole shareholder are recorded in a register held at the registered office of the business.
It must establish an inventory (which identifies the asset and company liabilities), annual accounts and a management report, except in the case of exemption.
The sole partner who ensures the management is exempted from drawing up a management report where the EURL belongs to the European classification of micro-companies or small company. Where the EURL belongs to the European classification of medium companies the manager must draw up a management report. If he does not, he risks a fine of €9,000.
Deposit in the registry of the commercial court of the annual accounts and inventory within 6 months the closure of the financial year remains mandatory.
Please note
For more information, you can consult the fact sheet on the rules of the decision-making in the EURL.
Single Associate Only
The sole partner of an EURL has the same rights as the partners of an SARL. These rights are as follows:
- Right of information : the manager shall send the annual accounts, the text of the draft decisions and the management report (if any) to the sole shareholder no later than one month before the expiry of the period for approving the accounts. The sole partner shall approve the accounts within 6 months of the end of the financial year.
- Financial rights : being the sole shareholder, he is entitled to all dividends distributed. It is also he who decides the amount of the distribution. Dividends must be paid within 9 months of the end of the fiscal year.
- Right to take legal action : it may call into question the responsibility of the manager.
The sole shareholder is pronounced in the form of unilateral decisions. In particular, it shall decide on transfer of registered office, of change of company name business, the increase in share capital. Each decision shall be recorded on a record of decisions. It must also approve the annual accounts.
The statutes of the EURL may impose a authorization of the sole partner before the conclusion of important acts by the manager. This is particularly the case for purchases and sales of buildings or businesses, loans, mortgages on immovables belonging to the business or pledges on the goodwill. The authorization of the sole shareholder shall be recorded in the register of decisions kept at the registered office.
You can consult our fact sheet to learn more about the decision-making by the sole shareholder.
Powers of manager
Acts prohibited to the manager
Exemption from management report
EURL Registry
The EURL tax system differs depending on whether the sole shareholder is a natural person or a legal person .
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Natural person
Where the sole shareholder is a natural person, he may choose tax the EURL on income tax (IR) or business tax (IS).
EURL subject to IR
Where the sole shareholder is a natural person, the EURL shall in principle the tax system for businesses of persons. This means that the profits made by the EURL are taxed at the level of the tax household of the partner income tax (IR) in the category of industrial and commercial benefits (BIC) or non-commercial profits (BNC).
For more information on the taxation of profits, you can refer to the fact sheets on BIC and the BNC.
Where the EURL is subject to IR and the sole associate is also manager, it may opt for the micro-company tax system (micro-BIC or micro-BNC) if the annual turnover excluding tax has not exceeded the following thresholds in the previous 2 years (2024 and 2025):
- For trade and accommodation activities: €203,100
- For service provision activities and liberal €83,600
EURL subject to the IS
The EURL may, on option, choose to place itself under the tax regime of thebusiness tax (IS) by contacting the company Tax Office (SIE) on which the EURL depends.
The option can be formulated in two ways:
- From the creation of the business when filing the statutes of EURL
- Before the end of the 3rde the month of the financial year in respect of which the company wishes to be subject for the first time to the IS.
Legal person
The EURL is subject to mandatorytax on businesses (IS).
Tax regime for micro-companies
Option for business tax (IS)
Tax regime of SARL who opted for IR
The social regime of the manager of an EURL is different depending on whether or not he is the sole partner of the EURL.
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Associate Manager
In most cases, the manager is the sole partner. He therefore has the status of self-employed person (TNS) and is affiliated to the social security of the self-employed. He must pay mandatory minimum social contributions (daily allowances, basic old-age pension insurance, invalidity-death) even in the absence of remuneration. The manager does not benefit from unemployment insurance.
Its social security contributions are calculated according to the EURL tax system:
- Where the EURL is subject to income tax (IR), social security contributions are calculated on the basis of the total EURL profit.
- When the EURL has opted for the micro-company tax system, social contributions are calculated on the basis of turnover under the micro-social scheme. For more information on the calculation of social security contributions, see the fact sheet on the micro-social regime.
- Where the EURL has opted for business tax (IS), social security contributions are calculated on the basis of net remuneration (plus any dividends received that exceed 10%of the capital of the EURL) of the manager of EURL.
For more information, please refer to the fact sheet on the social protection of the manager.
Non-Associate Manager
This situation is rare in practice. If the manager receives remuneration in respect of his corporate office, he is affiliated to the general social security scheme as a person treated as an employee. The basis for calculating social security contributions shall be gross compensation granted to the manager. He does not contribute to unemployment insurance.
The manager unrelatedhas the possibility to combine his corporate office with an employment contract if the employment contract fulfills all the following conditions:
- Match to a actual employment
- Provide for the exercise of separate technical functions those carried out as a manager (e.g. commercial prospecting or technical manager for the maintenance and maintenance of a company)
- Have a remuneration for the position held
- Existence of a subordination link with the employer
For more information, please refer to the fact sheet on the social protection of the manager.
The non-associate manager who holds an employment contract may possibly receive unemployment benefit. To do so, he must check with France Travail whether his situation allows him to benefit from an unemployment allowance in the event of a breach of the employment contract.
General social security scheme as an employed person
Social security for the self-employed
The sole partner may pass on its shares without difficulty. Being the only partner on board, he does not need to obtain the approval of other partners to pass on his titles. If the shareholder sells all of his shares to one person, the EURL continues. On the other hand, if the shareholder sells his shares to several shareholders, the EURL becomes a SARL classic.
The transfer of shares must comply with a certain formality which is as follows:
- Deed under private signature or notarial deed of sale of EURL shares drawn up
- Registration of the deed of transfer of shares with the tax authorities
- Update of the statutes of the EURL (with the name of the new partner(s)) which must be filed within 1 month on the website of the company formalities window
The transfer of shares shall give rise to the payment of registration fee to the tax administration.
This fee shall be fixed at 3% the sale price less one abatement equal to €23,000 and brought back to percentage of the number of shares sold in social capital.
Example :
You are the sole partner of an EURL whose capital is divided into 200 shares. You sell 50 shares for a value of €50,000.
The amount of registration fees payable by the purchaser shall be calculated as follows:
Assignment price - (23,000 x Number of shares sold ÷ Total number of business shares) x 3%.
Applied to our example, this would result in: 50,000 - (23,000 × 50 ÷ 200) = 44,250 × 3% = €1,327.50 registration fees.
Transfer of shares to a family member or partner
Sale of SARL shares to third parties
Registration fees
EURL and SASU are the two social forms that count only one partner. However, there are differences between them.
EURL | ||
|---|---|---|
Number of associates | 1 | 1 |
Leader | Manager | President (and one or more possible Directors General) |
Share capital | Free | Free |
Release of cash contributions | At least 1/5 from inception | At least 1/2 from inception |
Taxation of profits | Income taxes (IR). If the manager is a single partner, possibility of being subject to the tax regime of the micro-company Possible option for IS | (IS). Possible option for IR |
Tax regime of the executive officer | Income tax (ITA) in the Salaries and wages category. | Income tax (ITA) in the Salaries and wages category. |
Executive's social plan | Sole managing partner: self-employed person (TNS) Non-associate manager: general social security scheme | General social security scheme |
Social Titles | Shares | Actions |
Registration fees | 3% of the sale price after a reduction of €23,000 | 0.1% of the sale price |
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Appointment of the Contribution Commissioner by the sole shareholder
Manager natural person
Acts prohibited to the manager
Decision taken by the sole shareholder recorded
Single partner and taxation at RI
EURL subject to the micro-company procedure (Article 50-0 2-c)
Registration fees
General social security scheme as an employed person
Social security for the self-employed