The commercial company

A commercial company is a company whose legal form and / or corporate purpose is commercial .

There are indeed legal forms of business which, according to the law, have a commercial character. This is the case of limited liability companies and EURLs, simplified joint stock companies (SAS), public limited companies (SA), partnerships, limited partnerships or joint stock companies …

The corporate purpose of the company is described as commercial if the activity involves commercial acts  : purchase-resale, transport, construction, banking activities … The Code of Commerce lists all the activities that are qualified of commercial.

What is the difference between a commercial company and a civil society?

The difference between commercial society and civil society is very old.

A civil society is a company that carries on a civil activity . A civil activity is an activity that does not involve commercial acts, but only civil acts . For example: liberal activities, real estate activities, agricultural activities …

In the context of civil societies, and unlike most commercial companies, the liability of the partners is unlimited  : the partners must personally meet the debts of their company.

A civil society associate does not have the status of a trader , unlike the partner of a trading company.

Another difference: at the level of taxation, civil society is in principle income tax while commercial companies are subject to corporate tax .

There is only one type of civil society. On the other hand, there is a prolific typology of commercial companies: SA, SARL, SAS, SNC, limited partnership …

Very important: a commercial company can exercise civil activities, but the converse is not true . A civil society can only exercise civil activities. An architect may decide to carry on his activity (civil by definition) in the form of a commercial company or a civil society. But beware, some civil activities (the profession of lawyer for example) can only be exercised within the framework of a civil society.

Good to know: the goal of a company, whether civil or commercial, is to identify and share profits between partners. A company, with exception ( the EURL …), must have at least two partners.

Special case of civil society with commercial activity

The rule is clear: a civil society is a society whose statutory purpose and activity are not commercial. But in reality, some civil activities may involve secondary commercial acts.

In order for the commercial activities of civil companies to be considered as subsidiary and authorized, the amount of HT of commercial operations must not exceed 10% of the total income of the civil society.

If a civil society carries out a commercial activity that represents more than 10% of its revenue for several years, there is a risk of requalification which can prove costly. A civil society with a long-term commercial activity accounting for more than 10% of its revenue must change its tax regime and move from income taxation to corporate taxation.

Commercial corporation with a preponderance of real estate

A commercial real estate firm is a corporation whose balance sheet assets are made up of more than half of real estate assets and rights . Real estate may be land or buildings, located in France or abroad.

But be careful, property and real estate rights assigned to the operation of the company are not taken into account in the calculation.

It is very important to be able to determine whether or not a commercial corporation has a real estate preponderance. A predominantly real estate company (SPI) obeys tax rules different from those of conventional commercial companies, for example capital gains on the sale of shares, registration rights in the event of transfer of shares, inheritance tax, ISF, IS etc.

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