Since 2004, French or foreign investors who wish to bring capital and professional experience to some companies have a suitable vehicle. Indeed, they structure their equity participation through a one-person company of investment risk (SUIR).
Legally, the SUIR is a simplified stock (SAS) company, to single associate, whose exclusive social purpose is the subscription to the capital of companies targets in cash.
However, a SUIR investment opportunities are limited. Indeed, the SUIR cannot hold more than 30 of its subsidiaries, and its unique partner can exercise leadership function. In addition, the target companies must meet several conditions laid down by section 208 (d) of the General Code of taxes ("CGI"). They should especially have their headquarters in the Union European, do not be rated, engage in commercial activity within the meaning of article 34 of the CGI, be submitted to the tax on companies ("IS") or an equivalent tax, be new within the meaning of article 44 sexies of the CGI, have been created less than five years at the date of the first subscription by the SUIR and be owned mostly by physical persons.
The gross assets of a suffered should be at least 95 of companies responding continuously to all these criteria. The administration admits that a SUIR meets these criteria when the titles of one of its subsidiaries are later admitted in a market regulated or organized. However, this tolerance is only valid for a duration of five years from the rating.
In the event where the ownership of a target to be mostly held by legal persons, with or without the agreement of the angel investor, he could lose the preferential regime attached to the SUIR. It would be so if the subsidiary in question and other non-eligible assets represent more than 5 of the gross assets of the SUIR. The loss of the exemption of the SUIR scheme would have no retroactive effect but would cover all of the investments of the SUIR.
Strict compliance with the legal requirements imposed by the administration certainly finds its justification in the tax advantages conferred on a SUIR and unique partner (1). Indeed, a SUIR is exempt IS on all of its profits for 10 years after its creation. At the end of this period, the SASU can no longer claim benefit from the scheme of the SUIR and becomes a common company tax.
At the level of single partner, sampled distributions on tax-exempt benefits of IS are exempt from income tax but support social security payments at the rate of 11 to date. Subject to their State of residence, the associated non-residents of a SUIR are exempt from withholding.
Tax exemption
For assignment of the titles of the SUIR on expiry of the ten-year holiday period, the partner will be exempt from taxation on the realized gain (but not social security payments) due to the reduction related to the duration of more than eight years detention. However, he could claim such allowance for transfer of securities during the holiday period.
The tax statement also specifies the reporting obligations of the SUIR that acts as a payer of income exempt. On the other hand, it provides no details on the treatment to which the SUIR partner must undergo for EWB. A clarification seems necessary on the subject to secure investors before their decision.
Reserved for certain investments, the SUIR is a vehicle that "business angels" must be considered with interest to the extent such limitation is imposed on the number and the value of the target in which a SUIR may invest, nor with respect to population suffered an investor can hold.
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