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Incorporation of Single-Shareholder Corporations (SAU)

Incorporating a company entails choices that will shape its operation long after registration. An SAU allows the formation of a corporation with one shareholder, subject to the statutory characteristics of that form. Capital, management and oversight should not simply replicate a multi-shareholder SA.

What to keep in mind

The bylaws must reflect sole ownership and satisfy current capital-payment, governance and supervisory requirements, including ongoing compliance costs.

Having one shareholder neither removes supervision nor permits unrestricted mixing of personal and corporate assets.

Distinctions often confused

An SAU is not interchangeable with a one-member SRL; the respective legal forms have different rules.

Frequently asked questions

Does an SAU need a nominal second shareholder?
No. Its purpose is to permit a corporation with a single shareholder.
Is the sole shareholder automatically liable without limit?
Not as a general rule, although personal guarantees, abuses or specific breaches may create liability.

Informational content. It is not a substitute for professional advice.