Sole proprietorship or company: which legal status to launch your gallery with minimum risk

01The micro-enterprise: simplicity for getting started

The micro-enterprise (formerly auto-entrepreneur) is the simplest and fastest status to create. Registration takes a few minutes online through the URSSAF website. You do not need to draft articles of association, deposit share capital, or publish a legal notice. Social contributions are calculated as a percentage of actual turnover: if you sell nothing in a given month, you pay nothing. In 2026, the social contribution rate for a commercial sales activity is approximately 12.3 per cent of turnover.

The tax regime is equally straightforward: you are subject to the flat-rate income tax deduction (1 per cent of turnover for goods sales) if your household's income falls below a certain threshold, or to the standard micro-tax regime with a flat 71 per cent deduction on your turnover. Bookkeeping amounts to a receipts ledger and a purchases register. No balance sheet, no profit and loss account, no tax return package.

For a gallery in its start-up phase, this status has a major advantage: financial risk is minimal. If your project does not work, you can close your micro-enterprise in a few clicks without social debt (apart from contributions owed on turnover already received). It is an ideal safety net for testing your concept before investing further.

02The limits of the micro-enterprise for a dealer

The micro-enterprise status does however carry constraints you should understand before committing. The first is the turnover ceiling: 188,700 euros per year for goods sales activities in 2026. This ceiling may seem high for a beginning gallery, but it can be reached quickly if you sell works at significant prices. Exceeding this threshold for two consecutive years obliges you to switch to an actual tax assessment regime.

The second limit is the inability to deduct expenses. Under the micro-enterprise, the flat 71 per cent deduction is supposed to cover all your costs. But if your actual expenses (rent, insurance, artwork shipping, fair fees, communications) exceed 71 per cent of turnover — which is common in the first year when sales are low — you pay contributions and tax on a profit you have not actually made. This situation is particularly penalising for galleries that invest heavily in their launch.

The third limit concerns VAT. Under the micro-enterprise, you benefit from a base VAT exemption below 91,900 euros in turnover (2026 threshold for goods sales). This means you do not charge VAT to your clients, which simplifies your management but prevents you from reclaiming VAT on your purchases. For a gallery that buys works, pays for international shipping and funds fair stands, non-reclaimable VAT represents a real cost.

The fourth limit is liability. Under the micro-enterprise, your personal assets and professional assets are merged (except your principal residence, protected by law). If your gallery accumulates debts, your creditors can seize your personal property. This risk exposure should be taken seriously.

03The SARL or SAS: protecting your assets and structuring growth

If your gallery project goes beyond the testing stage, creating a company (SARL or SAS) offers decisive advantages. The first is the separation of assets: your liability is limited to the amount of your capital contribution. If the gallery fails, your personal assets are protected (except in cases of management fault or personal guarantee).

The SARL (Societe a Responsabilite Limitee) is the most common form among gallery owners. The minimum share capital is 1 euro (symbolically), but capital of 5,000 to 10,000 euros is recommended to demonstrate minimum financial solidity to your partners (artists, suppliers, landlord). Creation costs between 300 and 1,500 euros (court fees, legal notice, drafting of articles if you use an accountant or lawyer). If you are the sole shareholder, you create an EURL (single-person SARL).

The SAS (Societe par Actions Simplifiee) is increasingly popular among business creators. It offers great flexibility in drafting articles of association and allows the director (president) to be treated as an employee, giving access to the general social security regime (better health coverage, unemployment benefits under certain conditions). If you are alone, you create a SASU (single-person SAS). The disadvantage of the SAS is that social charges on the president's remuneration are higher than in an SARL (approximately 65 per cent of net salary versus 45 per cent for the majority manager of an SARL).

04The corporate tax regime: IS or IR

Under an SARL or SAS, you can choose between corporate income tax (IS) and personal income tax (IR, a temporary option for a maximum of five years). IS is the default regime and is often best suited for a gallery. The rate is 15 per cent on the first 42,500 euros of profit and 25 per cent beyond. The advantage of IS is that you only pay tax on the gallery's actual profit, after deducting all expenses. If your gallery loses money in its first year (which is common), these losses can be carried forward against future profits, reducing your tax bill in subsequent years.

The manager's or president's remuneration is a deductible charge against the company's result, which reduces the IS base. You can therefore adjust your remuneration based on the gallery's performance: pay yourself little in the early years to preserve cash flow, then gradually increase as sales develop.

05The pragmatic choice: start with micro then switch

For a beginning dealer, the most prudent strategy is often to start as a micro-enterprise to test the concept for six to eighteen months, then switch to a company when the activity reaches a level that justifies the heavier structure. This threshold generally sits around 40,000 to 60,000 euros in annual turnover, when actual expenses exceed the flat-rate deduction and when protecting personal assets becomes a concern.

Switching from micro-enterprise to company is a relatively straightforward operation. You create the company, cease the micro-enterprise and transfer your activity. Existing contracts with artists are transferred to the new structure (with their agreement), stock works are contributed to capital or sold to the company, and collectors experience no discontinuity in the commercial relationship.

Consult an accountant before making your decision. A one-hour meeting (between 100 and 200 euros) will provide a personalised recommendation based on your asset situation, turnover forecasts and personal objectives. It is a negligible investment compared with the tax and social consequences of a poor status choice.

06The police register and obligations common to all statuses

Whatever your legal status, you must keep a police register. This register, also called a stock book, is a legal obligation for anyone who trades in artworks, whether you are a micro-enterprise or a company. You record each work that enters your possession (outright purchase or consignment) and each work that leaves (sale, return to artist), with a precise description, the date, the seller's and buyer's names, and the price. This register may be kept in paper or digital form. Failure to maintain it or maintaining it poorly carries a fine.

You must also take out professional liability insurance and artwork insurance. The first covers damage you might cause to a third party in the course of your activity. The second covers works in your care, whether in your gallery, in transit or at a fair. Premiums vary according to the value of insured works, but expect between 500 and 2,000 euros per year for a young gallery.

07The dealer's social protection: a point too often overlooked

The choice of legal status has direct consequences for your social protection, and this subject deserves particular attention when you leave salaried employment to become a dealer. As a micro-enterprise, you contribute to the general self-employed workers' regime. Your health insurance rights are identical to those of an employee, but your sick-leave coverage is significantly lower: daily allowances are calculated on the basis of your average income over the past three years, which will necessarily be low at the start of your activity. Retirement is also a concern: your pension rights are proportional to your contributions, and therefore to your turnover.

Under an SARL (majority manager), you fall under the same self-employed regime with the same limitations. Under an SAS or SASU, the president is treated as an employee: they benefit from the general social security regime, with better health coverage and unemployment rights under certain conditions (notably in cases of combining an employment contract with the corporate mandate). This point can be decisive if you have dependants and if social protection is an important criterion in your decision.

Also consider taking out supplementary coverage (sick leave, disability, death) and a health mutual suited to your situation. The cost is 100 to 300 euros per month depending on the level of cover, but it is an indispensable expense to avoid financial catastrophe in case of health problems.

Artedusa supports dealers at every stage of business creation by offering online visibility that generates sales from day one, regardless of the legal status chosen.