A micro-enterprise is a sole proprietorship whose sole shareholder is an individual, with no legal personality of its own. For this reason, it is not allowed to add partners to its structure. In the event of an audit by the tax authorities, a micro-entrepreneur who fails to comply with this constraint risks having his or her situation reclassified as a de facto partnership, with a possible tax reassessment. However, for those who still wish to collaborate with other self-employed workers, there are three alternatives to overcome this impossibility of association between several micro-entrepreneurs.
The collaborating spouse
If your spouse helps you, you need to formalize his or her activity so that it is not considered as concealed work.
To register as a collaborating spouse, certain conditions must be met:
- This status is reserved for married or civil union spouses. For cohabitants, the only possibility is the status of salaried spouse.
- The collaborating spouse does not have to be remunerated for his or her participation in the micro-enterprise, but must participate regularly. If the collaborating spouse has another activity, whether salaried or not, it must not exceed half-time. If this is not the case, he or she must be able to prove that he or she is still involved on a regular basis.
This status enables your spouse to benefit from social protection, represent you and make decisions on behalf of your micro-enterprise, if necessary.
The declaration of a collaborating spouse can be made as soon as the structure is created, or during the life of the company.
Economic Interest Grouping (EIG)
The purpose of an EIG is to promote the expansion of several pre-existing companies. According to article L251-1 of the French Commercial Code, it is a grouping of two or more individuals (or legal entities), for a given period, with the aim of "facilitating or developing the economic activity of its members, or improving or increasing the results of this activity". The purpose of the GIE is not to replace the micro-entrepreneurs who make it up, who remain independent, but to be an extension of their activities.
It offers them the opportunity to share their skills, pool their material resources and spread the costs incurred by their activity, while continuing to benefit from their own social and tax regimes.
There are two key points to bear in mind:
- The aim of an EIG is not to "make a profit for itself".
- Its activity must be "related to the economic activity of its members and can only be auxiliary to it".
An EIG can be created with or without capital. The contract establishing the association sets out the administrative procedures. The GIE is managed by one or more directors, and the general meeting is made up of all its members.
In accounting terms, the GIE has the same obligations as a company. It invoices services and pays the share due to each member. On the other hand, each member is responsible for his or her own social security contributions and taxes, as the EIG is not taxable as such.
Good to know: It's very important to check the reliability of the micro-entrepreneurs with whom you plan to set up an EIG. Each member has unlimited liability, and all are responsible for any EIG liabilities out of their own assets.
SEP (Société en participation)
The joint venture is governed by Articles 1871 to 1873 of the French Civil Code. Its activity may be civil or commercial, and its lifespan may be fixed or indefinite, depending on the needs of the partners. It consists of a simple contract with articles of association setting out its mode of operation. Its management may be entrusted to one or more managers. It does not need to be registered with the Registre du Commerce et des Sociétés, as it has no legal personality.
An SEP can be brought to the attention of third parties by publication of a notice in a legal gazette. In this case, it is considered a conspicuous joint venture. Otherwise, it is a hidden SEP.
In a concealed SEP, each partner contracts in his own name. They are therefore the only parties liable to third parties. On the other hand, if the participants decide to operate in their capacity as partners "in full view of third parties", then this is an ostensible SEP, and "each of them is liable to third parties for the obligations arising from acts carried out in this capacity by one of the others, with joint and several liability, if the company is a commercial one".
For tax purposes, the SEP must keep regular accounts and file an income tax return each year. If the identity and contact details of each partner have been provided to the tax authorities, the SEP is subject to income tax in the name of the partners. Otherwise, the SEP is subject to corporate income tax in the name of its manager. The manager is also liable for CFE (Cotisation foncière des entreprises).
From a social standpoint, associates are required to register with the social security funds to which they belong. As for the manager, he or she is affiliated to the social security funds for self-employed workers.