Company Registration in France | Guide to Establishing an SAS or SARL

Who is eligible to register a SAS company in France?

An SAS is suitable for teams that wish to stipulate voting rights, share transfers, and financing arrangements in their articles of incorporation; such a company must appoint a president. If there is only one shareholder, an SASU may be established.

Management Practices of French SARL Companies

A SARL typically has between 2 and 100 shareholders and is managed by one or more natural person managers. Managers who hold a majority of the shares are generally subject to social security rules for self-employed individuals. If there is only one shareholder, an EURL may be established.

Registered Address, Registered Capital, and Beneficial Owner

The company must have a registered address in France. The authorized capital for the four types of entities mentioned above may be set at 1 euro; the actual amount should be determined based on startup expenses and financing plans. At the time of incorporation, SAS and SASU companies must pay at least 50% of their subscribed capital in cash, while SARL and EURL companies must pay at least 20%; the balance must be paid in full within five years of registration. Cash may be received and held by a bank or a notary. In principle, any natural person who directly or indirectly holds more than 25% of the capital or voting rights, or who otherwise controls the company, must be declared.Official French Investment Prospectus, INPI Guide to Beneficial Owners.

List of Registration Documents

This typically includes the signed articles of incorporation, proof of registered address, proof of publication of the incorporation notice, proof of cash capital contribution, appointments and identification documents for management personnel, as well as criminal background statements, family relationship information, and beneficial owner information provided as required. A power of attorney is required for submission by a representative. Overseas corporate shareholders should verify in advance the requirements for registration extracts, signed authorizations, and French translations. For regulated activities, the necessary qualifications or licenses must be prepared in accordance with business requirements.List of Documents Required for Company Registration in France.

Before selecting a business model, first determine who will run the business and how to bring in new shareholders.

If you plan to bring in investors, when establishing an SAS, you should first agree on which matters will be subject to shareholder voting, whether the transfer of shares requires approval, and how capital increases will be handled in the future. If there are only a few shareholders and you wish to operate within the statutory framework, you should focus on comparing the manager’s authority, the rules governing the transfer of shares, and the social security costs associated with the manager’s compensation under the SARL structure.Official SAS Documentation, Official Explanation from SARL.

Preparing Documents for Overseas Corporate Shareholders

When an overseas parent company subscribes for shares in an SAS or SASU, in addition to the articles of incorporation and management documents, a list of subscribers attached to the capital contribution certificate must be prepared, specifying the number of shares subscribed by each shareholder and the amount paid. For overseas corporate documents, the registration extracts, French translations, and signing authorities must be verified based on the shareholders’ locations and the specific application circumstances. It is recommended to first organize the group’s equity structure down to the individual level to facilitate separate verification by the registry and the bank.