How Much Capital Should a French SAS Have?

How much capital does a French SAS need: the law, the practice, the mechanics

A French SAS has no minimum capital. The bylaws can fix the share capital at €1, and the company is validly formed. What makes commercial sense is a different number — banks, suppliers, landlords, and investors all read the figure on the K-bis, and a starting capital of €1 closes more doors than it opens.

This guide covers what the law requires, what most founders fund in practice, how cash and in-kind contributions work, when an outside valuer must be appointed, when the variable-capital option earns its keep, and how apports en industrie — service-and-know-how contributions — fit into the cap table.

How much capital does a French SAS need by law

The Commercial Code does not impose a minimum on the SAS. The bylaws set the capital freely, though a figure must be stated in them (Art. L 210-2 of the Commercial Code). The same rule applies to the SARL. Among the commonly used forms, only the SA still imposes a statutory minimum — €37,000 under Art. L 224-2 of the Commercial Code.

The capital is divided into shares of equal par value (valeur nominale). Stating the par value in the bylaws is optional — where the bylaws are silent, each share's value is simply the capital divided by the number of shares — but stating it keeps the shareholders' rights easy to track, and there is no statutory minimum figure. A €10,000 capital can be split into 10,000 shares of €1, 1,000 shares of €10, or 100 shares of €100. Round par values keep the cap-table arithmetic clean and are commonly chosen for that reason.

The capital figure is published in every filing, every K-bis extract, every legal notice, and on the company's invoices and commercial correspondence. The figure stays visible to anyone who looks the company up at the trade registry. Increasing or reducing the capital is its own procedure (a décision collective, a registry filing, a legal notice) and creates a paper trail. The starting capital is therefore a decision the founders should make at the beginning of the company's life, not a placeholder to be revisited every quarter.

How much capital makes commercial sense for a French SAS

€1 of capital is legal but commercially weak. Banks question it at account opening. Landlords and suppliers don't take small-capital companies seriously. Investors look for meaningful founder capital before they commit. A later capital increase is a separate formal procedure — starting too low means paying for it twice.

The right starting figure follows the company's planned activity, not the legal floor.

For an operating SAS in services, software, or trade — a consulting firm, a SaaS, an e-commerce vehicle, a small import-export — €5,000 to €50,000 is the typical range. The figure should cover the first few months of working capital before revenue or external funding flows in.

For a holding company that will hold shares of operating subsidiaries or investments, the capital is typically aligned with the value of the assets that will be contributed or acquired. A holding SAS that will subscribe €1 million of operating-company shares with a mix of contributed assets and bank financing is rarely incorporated with €1 of capital.

For a joint venture, the capital is calibrated to the JV's funding plan. The JV's bylaws or shareholders' agreement typically pre-commit the partners to subsequent capital calls; the starting capital reflects the first tranche of the planned funding.

For a single-shareholder operating company (a SASU) used for personal consulting or a small operating business, €1,000 to €10,000 is workable. Banks expect to see at least a few thousand euros in the deposit account before they open a business banking line.

The rule of thumb: the capital figure should match the company's likely first-year working capital needs and the credibility expectations of the counterparties the company plans to engage. A figure that is too low forces a capital increase within the first year and is read by counterparties as a signal of under-investment.

The three ways to contribute capital to a French SAS

Capital can be contributed in three forms: cash (apports en numéraire), assets in kind (apports en nature), or services and know-how (apports en industrie).

Cash contributions are the most common. A founder commits to subscribe a number of shares, deposits the cash at a blocked account, and receives the shares against the deposit certificate.

In-kind contributions transfer ownership of an asset to the company in exchange for shares — a piece of equipment, a contract right, a real-estate interest, a fonds de commerce, intellectual property. The founder transfers the asset on day one and receives the corresponding shares; the asset enters the company's balance sheet at the agreed value.

Apports en industrie transfer services or expertise — labour, know-how, technical skills — in exchange for shares. The contributor commits to performing services for the company over time. The shares received are inalienable (cannot be sold or transferred), do not add to the stated capital, and exist on a separate legal track from cash and in-kind shares.

The mix can run in almost any proportion — the only limit is that an SAS cannot be formed with apports en industrie alone; there must be at least some cash or in-kind capital. A founder can subscribe €30,000 in cash, €15,000 in in-kind contributions, and a tranche of apports en industrie at the same incorporation. The bylaws set out who contributes what, how each contribution is valued, and how many shares each contributor receives.

The total capital figure on the K-bis reflects only the cash and in-kind contributions. Shares received against apports en industrie sit outside the capital but carry economic and voting rights at the level fixed in the bylaws.

The libération rule: how much capital must be paid in on day one

For cash contributions in a French SAS, at least half of the par value of the cash-subscribed shares (50 %) must be paid in on subscription (Art. L 225-3 of the Commercial Code). The balance is called by the president — or the body the bylaws designate — within five years of the company's registration.

A founder subscribing 1,000 shares at €10 par value (€10,000 of cash capital) must therefore pay in at least €5,000 on day one. The remaining €5,000 can be called any time within five years of registration, in one tranche or in several. The president decides when to call, based on the company's working-capital needs.

The shares are issued on subscription, not on full payment. A founder who has paid in 50 % owns 100 % of the shares subscribed and exercises 100 % of the voting rights attached to those shares. The unpaid balance is a debt of the founder to the company, recorded in the accounts as capital souscrit non appelé (subscribed but uncalled capital) or, once called, as capital appelé non versé (called but unpaid capital).

Unpaid capital also constrains the company itself: the reduced company-tax band and the deduction of interest on shareholder loan accounts both require fully paid-up capital, and the company cannot raise new cash capital before the existing capital is fully paid. Founders who plan a fundraise or a transfer in the early months of the company's life should pay up the full subscription on day one.

The 50 % libération rule applies only to cash contributions. In-kind contributions must be fully transferred to the company on day one — the asset enters the company's books at its agreed value, not in instalments. Apports en industrie are by definition committed services and cannot be paid up at incorporation; the contributor performs the services over time.

When a founder fails to pay a called balance, the company sends a formal notice (mise en demeure) by registered letter. Thirty days after that notice, the voting and dividend rights on the affected shares — and the preferential subscription right — are suspended until payment; and once the notice has remained without effect for one month, the company can sell the shares at public auction, at the defaulter's risk, without needing a court order (Arts. L 228-27 to L 228-29 of the Commercial Code).

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Depositing the capital before signing the bylaws

The capital is paid into a blocked account opened in the company's name (the compte bloqué de constitution) before the bylaws are signed. The depositary can be a bank, a notary, or an investment firm authorised for the custody and administration of financial instruments.

Each founder transfers their cash contribution to the blocked account. The depositary then issues a certificate (certificat du dépositaire des fonds) listing every subscriber, the number of shares each subscribes, and the amount paid. The certificate is annexed to the bylaws and filed with the registration file at the Guichet unique.

The funds remain blocked until the K-bis is issued. The depositary releases them only against a copy of the K-bis. The funds are then transferred to the company's first operational account, which is normally opened with the same bank.

If the company is not registered within six months of the deposit, any subscriber can ask the court to appoint a representative to withdraw the funds and return them to the subscribers; a representative designated jointly by all the subscribers can also claim the funds back from the depositary directly, without a court order (Art. L 225-11 of the Commercial Code).

Where in-kind contributions are made, the founder transfers the asset to the company directly — typically through a notarial deed for real estate, a written assignment for intellectual property, or a contribution agreement for a fonds de commerce. The asset becomes the company's on signature; ownership transfers run in parallel with the cash deposit, not through the depositary.

Variable capital in a French SAS: when to use it

A French SAS can be formed with variable capital under Arts. L 231-1 to L 231-8 of the Commercial Code. The bylaws fix two figures: a capital plancher (the floor below which the capital cannot fall, which cannot be set below one tenth of the stated capital — Art. L 231-5) and a capital autorisé (the ceiling above which capital movements require an ordinary capital increase; without a stated ceiling, every increase requires a collective decision on pain of nullity — Cass. com., 6 February 2007, No. 05-19237). Within those bounds, the capital can rise or fall by the admission, exit, or buy-out of shareholders without the formalities of an ordinary capital change — no shareholder decision, no registry filing, no legal notice.

Variable capital fits three founder profiles:

• Frequent shareholder turnover. A club deal, a family pool, a co-investment vehicle, or a holding structure where shareholders join and exit on a rolling basis. The variable-capital option turns each entry or exit into a simple bookkeeping event rather than a formal capital change.
• Capital scaling within a known range. A founder who knows the company will grow its capital from €10,000 to €200,000 over the first eighteen months can fix the floor and the ceiling accordingly, then admit additional capital at any point within that range without procedure.
• Subsidiary structures inside a group. A French operating subsidiary funded incrementally by its foreign parent uses variable capital to receive new tranches of equity funding without each tranche triggering a French registry filing.

The trade-side counterparties of a variable-capital SAS see the "à capital variable" mention on the company's documents rather than a stable fixed figure. The variable-capital option is therefore not always read as a positive — some banks and counterparties prefer to see a stable capital figure, especially in regulated activities. The choice between fixed capital and variable capital is one the founders should make at incorporation; switching later requires a bylaws amendment.

The SA cannot use variable capital. Among the three main commercial forms, the SAS and the SARL are the ones that can.

Capital contributions that need an outside valuer

When in-kind contributions are part of the capital structure, French law requires an independent valuation by a commissaire aux apports — an outside valuer appointed by the founders unanimously, or by the court if the founders cannot agree (Art. L 225-8 of the Commercial Code).

A commissaire aux apports must be appointed when either of two thresholds is crossed:

• The value of any single in-kind contribution exceeds €30,000.
• The in-kind contributions together represent more than half of the share capital.

The two tests apply independently. A €20,000 contribution that tips the in-kind capital majority triggers the requirement even though it sits below the monetary threshold. Conversely, a €40,000 in-kind contribution into a €200,000 capital triggers the requirement on the monetary test even though the in-kind portion is only 20 % of the total.

The valuer's report describes each in-kind contribution, sets out the valuation methodology, and appraises the value of the contributions against the shares received in exchange. The report is annexed to the bylaws and filed at the registry as part of the incorporation file. The report must be available to the founders at least three days before the bylaws are signed (Art. R 225-14 of the Commercial Code).

The founders can derogate from the commissaire aux apports requirement only on a unanimous decision and only when both monetary and majority tests are below the thresholds (Art. L 227-1 al. 5 and Art. D 227-3 of the Commercial Code). The values retained for the contributed assets then appear in the bylaws under the founders' own responsibility.

A specific exemption applies when a sole proprietor (entrepreneur individuel) incorporates a single-shareholder SAS (SASU) and contributes assets that already appeared on the closing balance sheet of the last financial year of the sole proprietorship. In that case, the assets do not need to be revalued by an outside valuer, and the commissaire aux apports requirement is waived (Art. L 227-1 al. 6 of the Commercial Code). The exemption simplifies the conversion of an existing sole-proprietorship business into a SASU without the cost of a fresh valuation.

The valuer's fees are paid by the company. They are negotiated at appointment and are normally a function of the number and complexity of the contributed assets — a piece of equipment with a clear market value generates a smaller fee than a fonds de commerce or an unregistered intellectual-property portfolio.

Where no valuer is appointed — under the unanimous waiver or the sole-proprietor exemption — the shareholders are jointly and severally liable to third parties, for five years, for the value given to the contributed assets (Art. L 227-1 al. 7 of the Commercial Code). That liability is a real exposure; where a valuer has reported, keeping the retained value aligned with the valuer's view avoids reopening it.

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Capital contributions in services or know-how: apports en industrie in a French SAS

The SAS is the French commercial form that gives the most freedom to apports en industrie. Art. L 227-1 al. 4 of the Commercial Code lets the bylaws design the regime — the activity contributed, the shares received, the duration of the commitment, the consequences of failure to perform.

The shares issued against an apport en industrie carry economic rights (dividends, share of liquidation surplus) and the right to vote in collective decisions, with the bylaws fixing how their votes are counted; unless the bylaws say otherwise, the contributor's share of profits equals that of the shareholder who contributed the least (C. civ. Arts. 1843-2 and 1844-1). They do not add to the stated capital — the K-bis reflects only the cash and in-kind capital.

Three rules are mandatory for apports en industrie and cannot be derogated from in the bylaws:

• The shares are inalienable. They cannot be sold or transferred. They are personal to the contributor.
• They are tied to the contributor's performance. The bylaws organise the commitment and its consequences — including what happens to the shares when the contributor stops performing.
• They do not count toward the stated capital. Capital appears on the K-bis as the sum of cash and in-kind contributions only.

The SAS regime is the most flexible across all French commercial forms. The SARL also permits apports en industrie, with the modalities set in the bylaws (Art. L 223-7 al. 2). The SA does not permit apports en industrie at all.

For founders, apports en industrie are most useful where one of the founders contributes specialised expertise — technical know-how, a client portfolio, sector knowledge — that the company cannot replicate by hiring. The contributor receives shares carrying voting and dividend rights without injecting cash and without surrendering the asset itself. The flip side is that the shares are inalienable: the contributor cannot sell them on a secondary transfer, and they do not generate proceeds at exit unless the bylaws have set a specific buy-out mechanism.

Frequently asked questions about capital in a French SAS

This article is for general information only and states French law as published in the sources available at the date shown above. It does not constitute legal advice. The right capital structure for a French SAS depends on the company's planned activity, the founders' contributions, and the counterparties the company plans to engage. Always seek qualified legal advice before fixing the capital structure of a French company.