Module 120 min2169 wordsFree — no account
Sole trader or limited company: liability, capital and formalities
The module’s worked examples, then cases to attempt before revealing their solution · 4 sections · 390 words · 4 min
Worked example
A low-capital SL that is wound up
Two partners set up an SL with 1,000 € of capital. Three years later the company is wound up with 5,000 € of unpaid debts and no assets left. The partners are jointly liable for the difference between 3,000 € and the 1,000 € subscribed, that is 2,000 €. The rest of the debt, 3,000 €, stays unpaid by them.
Worked example
The legal reserve of a 3,000 € SL
An SL with 3,000 € of capital makes a first profit of 8,000 €. Article 274 sends 10 % of it, 800 €, to the legal reserve, but the reserve only needs to reach 20 % of the capital, that is 600 €. Once 600 € have been set aside, the obligation is met, and later profits are no longer held back for that purpose.
Worked example
Diego's first company calendar
If Diego's SL closes its financial year on 31 December 2026, the directors must prepare the accounts by 31 March 2027. The general meeting must approve them by 30 June 2027. The accounts are then filed with the Mercantile Register within the month following approval, and the corporate tax return is due between 1 and 25 July 2027.
Practical case
Diego weighs the SL
Diego plans to set up an SL with his wife. He would hold 40 % of the capital and manage the company; she would hold 60 % and not work in it. They live together. They consider a capital of 2,000 €. Will Diego have to stay in the self-employed scheme? And if the company is wound up with 10,000 € of debts and no assets, how much would the partners be jointly liable for?
Hint: Look at the presumptions of control, including the one based on relatives living together. For liquidation, compare the capital with the 3,000 € threshold.
Show the solution
Diego's 40 % is above a third and he has management functions, so control is presumed; moreover more than half of the capital is held by his spouse, with whom he lives, which is a further presumption. He must stay in the self-employed scheme unless he proves otherwise. With a capital of 2,000 €, below 3,000 €, the partners are jointly liable in liquidation for 3,000 € − 2,000 € = 1,000 €.
Answer: Yes, he stays in RETA; the partners answer jointly for 1,000 €
Educational content, current with the sources cited. It does not replace advice tailored to your situation. These courses are neither certifying nor CPF-eligible: they prepare for no certification registered with the French RNCP or specific register.