Micro-enterprise + SAS in textiles: how to manage stock legally? 👀

PROs Vinted
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Hello everyone,

I would like to get your opinion on a question related to the organization between a micro-enterprise and a SAS (simplified joint-stock company) within the framework of a textile/second-hand resale business.

Here is the question I asked my accountant:

“I currently have a micro-enterprise that mainly sells items individually to consumers (B2C) (Whatnot, Vinted, auctions, etc.).

I am in the process of creating a SAS focused more on B2B/wholesale with sales of lots and boxes via a Shopify site.

The stock supplier would be the same for both structures.

The idea would be:

micro-enterprise = stock purchases with invoices in the micro-enterprise’s name for individual sales

SAS = stock purchases with invoices in the company’s name for wholesale/B2B sales

I wanted to know what the cleanest tax solution would be:

totally separate purchases with distinct invoices for each structure?

or the possibility for the SAS to purchase part of the stock and then officially resell a portion to the micro-enterprise with an invoice?”

Here is my accountant’s response:

“Totally separate purchases, of course. No link should remain between the two.”

So, I wanted to get your feedback:

Have any of you here already had a similar organization?

Do you operate with multiple structures?

Have you ever had feedback from accountants or audits on this type of setup?

In your opinion, is there really a need for an ultra-strict separation of stock, invoices, accounts, etc.?

I am open to all opinions and feedback :ok_hand:”

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Good evening!
I already had 2 structures (unrelated to second-hand sales, but this may answer some questions.) and I agree with the accountant: each company must have its own stock, its own invoices, its own accounts, etc… These are 2 different entities.
I understand the idea… but I’m not sure that re-invoicing is really interesting :slightly_smiling_face: (but I wasn’t in that market and I’m not an accountant, so my expertise stops there :hugs:)

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For my part, I was in an SARL (limited liability company) to resell second-hand fashion, and when Vinted allowed professionals, they only accepted self-employed entrepreneurs at first. I therefore opened a sole proprietorship to sell from the same stock, on the advice of my accountant, who told me to proceed as follows: with each sale made, the sole proprietorship would buy the item from the SARL for 20% less than the price at which it was selling it.

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If you own 2 distinct entities, you absolutely must not mix ANYTHING between the two.
Especially since you are starting with 2 different schemes… (micro and SAS)
Even if you use the same supplier, the invoices from that supplier will be addressed to company A and company B.
B will recover the VAT, and A will not.

You can indeed invoice from the SAS (B) to the EI (A), any stock you want.
It’s up to you to manage the stock in question properly, as you will have to provide the inventory (from B) to your accountant at each fiscal year.

Warning: Selling at a loss is prohibited in France
So if A buys parts from B, B will charge A more.
Ex: B bought at €1, it resells to A at €1.20 (you have to include VAT)

Yes,
But for several different activities
Nothing prevented me from reselling with an invoice to other entities, even though I was the manager of all of them.

You just have to consider, A and B are not the same legal persons.
I manage A then I manage B
I do not manage A and B.

Ultra-strict, and clear.
You will not mix the 2 stocks, let alone the invoices and accounts.
Accounts of A will never be Accounts of B.

If by accounts, you mean bank accounts, then even less so.
I advise you to get 2 different banks.
This will allow you to distinguish clearly and especially (I don’t wish it for you) if you have problems with bank A, you won’t have them with B, and vice versa.

Now, you should know that you are entering into an ultra-energy-consuming and very expensive tax system (SAS).

Everything depends on your projects, the turnover you plan to achieve, your age, etc…

It is certain that you will become an employee of your own company, but you will quickly lose your mind as soon as you realize how much France likes to skim off companies… :wink:
Tax… tax… tax… tax…

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