Management board in an SARL: the share aggregation rule
In an SARL, a manager's social security status depends on the number of shares they hold, not on their title. Where the company has several managers, the shares held by all co-managers are added together to determine their social security regime.
The principle
An SARL manager falls under one of the following two regimes:
• the self-employed worker (TNS) regime, via the social security scheme for the self-employed, where they are a majority shareholder;
• the general regime (employee-equivalent status), where they are a minority or equal shareholder.
A sole manager is a majority shareholder as soon as they hold more than 50% of the share capital.
Where there are several managers, the assessment is made collectively. The shares held by all co-managers are added together. If this total exceeds 50%, each co-manager is treated as a majority shareholder, including the one whose personal stake is below that threshold.
Application
Take an SARL with two co-managing partners holding 80% and 20% of the shares respectively.
The combined shareholding reaches 100%, i.e. more than 50%. Both managers are therefore majority shareholders and fall under the TNS regime, including the one who holds 20%.
The absence of a family relationship between co-managers is irrelevant: share aggregation applies between co-managers regardless of their relationship. Attribution of a spouse's or minor children's shares is only used to complete a manager's stake where their own shares are insufficient to reach the threshold.
Legal basis
The rule stems from a ruling of the Conseil d'État (CE, 24 October 1962, nos. 51310 and 51315): where management of the company is entrusted to several managers who together hold more than half of the share capital, each is regarded as a majority manager, even if their personal stake is minority and even if they do not actually perform management functions.
Consequences of majority manager status
Falling under the TNS regime notably entails:
• contributions calculated on professional remuneration under the rules applicable to the self-employed;
• no unemployment insurance;
• social security contributions on the portion of dividends exceeding 10% of share capital, share premiums and amounts paid via current account;
• minimum contributions due even in the absence of remuneration.
Checks to carry out
To determine the applicable status:
• identify the de jure managers (articles of association and Kbis), as only they are taken into account in the calculation;
• add together the shares of all co-managers;
• compare this total with the 50% threshold.
A change in the composition of the management team alters the analysis. If a co-manager ceases to act, only the stake of the remaining managers is taken into account, which may cause loss of majority status.