Single-member limited liability company (EURL): what you need to know
Verified 04 December 2025 - Entreprendre Public Service / Directorate of Legal and Administrative Information (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 enter EURL, it can easily become a 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 meeting 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, it may be ordered to pay part of the debts of the EURL if it makes a declaration of cessation of payments late, i.e. without respecting the deadline.
The creation of a EURL requires the drafting of statutes. One status template EURL, managed by the sole partner, is available on the Legifrance website.
Please note
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Sole Partner LLC
To create a EURL, you must perform a 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 to 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 is appointed by the sole partner.
In return for its contribution, the sole shareholder may receive a share of the profits of the business (called dividends ).
Assessment of in-kind contributions
Amount of contribution in kind that does not require a contribution commissioner
The EURL is managed by a manager who is mandatory a natural person.
The manager may be the sole shareholder of EURL or a third party to the business.
Warning
Where the sole shareholder of EURL is a legal personHowever, management must be entrusted to a natural person.
Governing body
Most often, the sole shareholder is the manager of EURL. However, in some cases, the management 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 manager of the EURL must accomplish all act of management. Thus, it can, on behalf of EURL, sign contracts, hire employees, take legal action, etc. All its decisions must be in accordance with the social interest of the business, that is to say, be useful to it.
Decisions that are not in the best interests of the business may be characterized as mismanagement (e.g. failure to pay social security contributions, misappropriation of company money). They then engage its responsibility.
The manager is prohibited from performing the following acts:
- Borrowings from EURL
- To be granted by the EURL an overdraft in current account
- To be endorsed by EURL for its personal commitments towards third parties: EURL cannot guarantee the 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 in the name and on behalf of 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 making a decision (approval of the annual accounts, distribution of the result, etc.).
Powers of the sole partner
The rules governing decisions taken by the sole shareholder differ depending on whether or not he manages the business.
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Sole partner and manager
The sole partner rollup the powers of legal representative and partner.
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 shareholder is exempted from calling himself to a meeting. There is no rule to be applied to voting, quorum and attendance sheets. On the other hand, the decisions of the sole shareholder are recorded in a register held at the head 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 provides 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.
The filing in the registry of the commercial court of the annual accounts and the inventory within 6 months of the closure of the financial year shall remain mandatory.
Please note
For more information, you can consult the fact sheet on the rules of the decision-making in EURL.
Single Associate Only
The sole shareholder of a EURL has the same rights as the shareholders of a SARL. These rights are as follows:
- Right to 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 shareholder shall approve the accounts within 6 months of the end of the financial year.
- Financial rights : being the sole partner, he is entitled to all dividends distributed. He also decides on the amount of the distribution. Dividends must be paid within 9 months of the end of the financial 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 is recorded on a register of decisions. It must also approve the annual accounts.
The statutes of the EURL may impose a authorization of the sole shareholder 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 immovable property 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 the manager
Acts prohibited to the manager
Exemption from management report
EURL Register
The EURL tax regime is different 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 to tax EURL on income tax (IR) or business tax (IS).
EURL subject to IR
Where the sole shareholder is a natural person, EURL shall in principle of the personal businesses tax system. 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 (NCB).
For more information on the taxation of profits, you can refer to the fact sheets on BIC and the NCB.
Where the EURL is subject to the IR and the sole shareholder is also manager, it may opt for the tax regime for micro-company (micro-BIC or micro-BNC). In this case, the annual turnover excluding tax must not exceed the following thresholds:
- For trade and accommodation activities: €188,700
- For service delivery activities and liberal €77,700
EURL subject to 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 the EURL
- Before the end of the 3e the month of the financial year in respect of which the company wishes to be submitted for the first time to the SI.
Legal entity
The EURL is subject to mandatorytax on businesses (IS).
Tax regime for micro-companies
Option for business tax (IS)
Tax regime for LLCs that have opted for the RI
The social regime of the manager of a EURL is different depending on whether or not he is the sole shareholder 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 compulsory 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 regime:
- Where the EURL is subject to income tax (IR), social security contributions are calculated on the basis of the total profit of the EURL.
- Where the EURL has opted for the tax regime for micro-company, 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 diet.
- Where the EURL has opted for business tax (IS), social security contributions are calculated on the basis of net remuneration (plus dividends received, if any, which exceed 10%of the capital of 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 a remuneration in respect of his corporate office, he is affiliated to the general social security scheme as a similar 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 mandate with an employment contract if the employment contract fulfills all the following conditions:
- Match to a actual employment
- Plan the exercise of separate technical functions of those exercised as manager (e.g. commercial prospecting or technical manager of 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 benefit in the event of termination of the employment contract.
General social security scheme as an employed person
Social security for self-employed persons
The sole partner may pass on its shares to its heirs or to one third party 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 formalism which is as follows:
- Deed under private signature or notarial deed of sale of shares of EURL established
- Registration of the deed of sale 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 duty shall be fixed at 3% of 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 shareholder of a 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:
Disposal price - (23,000 x Number of shares sold ÷ Total number of shares in the business) x 3%.
Applied to our example, this would result in: 50,000 - (23,000 × 50 ÷ 200) = 44,250 × 3% = €1,327.50 of registration fees.
Transfer of shares to a family member or partner
Sale of shares in SARL 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 creation | At least 1/2 from creation |
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 SI | Corporate tax (IS). Possible option for IR |
Tax regime of the executive officer | Income tax (IR) in the Salaries and Wages category. | Income tax (IR) in the Salaries and Wages category. |
Executive social security scheme | Sole managing partner: self-employed person (TNS) Non-associate manager: general social security scheme | General social security scheme |
Social securities | 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 IR Taxation
EURL subject to the micro-company scheme (Article 50-0 2-c)
Registration fees
General social security scheme as an employed person
Social security for self-employed persons