How to Set Up a SARL in France: Steps, Documents, Costs and Timeline

How to set up a SARL in France: the path in one view

Setting up a SARL in France runs through six stations, and since 1 January 2023 the road is entirely electronic: every formality passes through the state's Guichet unique platform, which replaced the old business formality centres. In order: draft the articles (statuts) and organise the contributions; deposit the cash and value any in-kind assets; sign the articles — with the pre-registration acts annexed, a step this guide treats at length because it is where founders get personally burned; publish the legal announcement; file the dossier on the Guichet unique; and let the registrar (greffier) check and register the company. Legal personality arrives only with registration in the trade and companies register (RCS) (c. com. art. L 210-6) — and the K-bis extract that proves it.

The good news sits in the numbers: most contributions at incorporation are registered free of duty, the announcement is a flat tariff, and once the dossier is complete the registrar works to a one-working-day clock. The risk sits elsewhere — in the acts signed before the company exists, in an incomplete dossier, and in the beneficial-owners declaration whose omission is criminally sanctioned. This guide takes the stations in order, with the documents, the costs, the timeline, and the specific answers for foreign founders.

Before registration: contracting for a company that does not yet exist

Between the first preparations and the RCS entry, the company has no legal existence: personality is acquired at registration — and not, the Cour de cassation has specified, when the SIREN number is attributed. Yet real life requires commitments before that date — the classic example is the lease for the future registered office. The law's answer is a framework with hard edges. Those who act for the company in formation are personally liable, jointly and without limit, for what they sign. An act concluded directly by the not-yet-existing company — rather than in its name — is struck by absolute nullity: anyone can invoke it, including the other party, and no performance after registration cures it. And the company can take over (reprendre) the acts of the formation period only through one of three legal mechanisms — the case law rejects any notion of implicit takeover, holding that deliveries made and prices partly paid after registration ratify nothing.

The three takeover mechanisms

1. The annexed state of acts — for acts concluded before the articles are signed. A schedule of the acts done for the company in formation, stating for each the resulting commitment, is presented to the shareholders and annexed to the articles; signing the articles then carries automatic takeover, effective on registration. Precision is the condition: the state must give at least the date and amount of each commitment. Mentioning the acts directly in the articles themselves also works — but without a state or mention, only the signers are bound, whatever ready-made takeover formula the articles recite.

2. The mandate — for acts between signature and registration. The shareholders can, in the articles or a separate deed, mandate one or more of themselves to take defined commitments for the company; registration then carries takeover by operation of law. The mandate must state the nature, the approximate or maximum amount and the terms of each commitment; a general mandate to sign whatever falls within the corporate purpose is ineffective. Usefully, the mandate may even be given after the acts it covers, provided they were necessary to the company's activity.

3. The collective decision after registration — the catch-up route. Acts not covered by the first two mechanisms can be taken over by an ordinary collective decision once the company is registered; in an EURL the sole shareholder decides alone, by an express act entered in the decisions register. The takeover, once regular, is retroactive: the company is bound from the date of signature and the signer is correspondingly released — unless he also gave a personal guarantee, which survives.

Contributions: depositing the cash, valuing the assets

Cash contributions are deposited with a bank, and at least one-fifth of each must be paid up at incorporation, the balance in one or more instalments within 5 years of registration. The funds stay blocked until the company exists: in practice they are released against the registrar's certificate attesting registration — one more reason the dossier's completeness drives your real timeline.

Contributions in kind must be described and individually valued in the articles. A contribution auditor (commissaire aux apports) values them — unless the shareholders can and do use the waiver: no single asset above €30,000 and the total of unaudited in-kind contributions not exceeding half the capital. The waiver's price is exposure: without an auditor, or where the adopted value differs from his, the shareholders answer jointly to third parties for 5 years for the values retained (c. com. art. L 223-9). A sole trader contributing assets shown on his last balance sheet to his own EURL is dispensed from the auditor by law — and even then, keeping invoices and market quotations on file is the cheap insurance the classic treatment recommends. Note also that where a minor is among the shareholders, prudence points firmly to appointing the auditor despite any waiver, precisely because of that 5-year solidarity.

The dossier: announcement, declarations and supporting documents

The legal announcement

Before filing, a constitution notice must appear in a medium authorised to carry legal announcements in the department of the registered office, signed by a founder holding a special power or by the notary who received the deed. The notice states the company name and any acronym, the form (SARL), the capital — with the floor below which it cannot fall if the capital is variable — the registered office, the corporate purpose in summary, the duration, the identity and home address of the gérants and any statutory auditor, the persons with general power to bind the company, and the registry where the company will be registered. The publisher issues an attestation on receiving the insertion request — that attestation joins the registration dossier. Since the flat-tariff reform, the 2024 cost is €144 for a SARL and €121 for an EURL — €168 and €143 respectively in La Réunion and Mayotte.

The declaration on the Guichet unique

The filing itself happens on formalites.entreprises.gouv.fr, the Guichet unique run by the INPI, through a dynamic online form; a "simple" signature — ticking the box — suffices for a creation, and each supporting document uploads as a PDF of at most 10 Mo. One filing feeds every authority at once: the RCS, the tax administration's declaration of existence, URSSAF, and the statistical registers. The declaration states, among other items: name and any acronym; the form, specifying an EURL where there is a sole shareholder; the capital and, if variable, its floor; the registered office — including, where the gérant houses the company at his own home under the temporary faculty of c. com. art. L 123-11-1, that fact; the principal activities; the duration; and the closing date of the financial year. For each gérant it states identity, birth, home address and nationality, whether he binds the company alone or jointly, and the nature of the gérance — majority, equal or minority. The spouse or PACS partner working in the business chooses a statute — collaborator, employee or shareholder — declared at registration; absent a declaration, the working spouse is deemed an employee. Knowingly filing inaccurate or incomplete information is punished by a €4,500 fine and 6 months' imprisonment — and note that the K-bis will not mention that the capital is only partly paid up.

The supporting documents

The core exhibits are: the publication attestation; an original of the articles, initialled, dated and signed by all shareholders or an agent holding a special power (or a notarial copy); the act appointing the gérant — and any statutory auditor — if not named in the articles; the contribution auditor's report where one intervened; and a power where someone other than the gérant files (dossier list at §1988 of the practice materials). For the registered office, any proof of enjoyment of the premises serves — lease, domiciliation contract, utility bill; a gérant using his own home adds a proof of address under 3 months old. Each gérant proves identity (identity card or passport, or a K-bis under 3 months for someone already registered) and signs a sworn statement of non-conviction showing parentage. A regulated activity adds the diploma or authorisation; an appointed statutory auditor adds his acceptance letter.

The beneficial-owners declaration

At registration the SARL also files its beneficial-owners declaration: the natural persons holding, directly or indirectly, more than 25% of the capital or voting rights, or exercising control over the company's management or general meeting by other means; where no such person can be identified, the gérant is declared. The public sees a reduced dataset — names, month and year of birth, country of residence, nationality and the nature and extent of the interests — via data.inpi.fr, an access the Court of Justice of the EU has partially called into question (CJEU 22 November 2022, C-37/20 and C-601/20). The sanctions are the reason to treat this seriously: failing to file, or filing inaccurate information, exposes individuals to 6 months' imprisonment and a €7,500 fine plus possible management bans, and the company itself to a €37,500 fine. A declared beneficial owner asked for information must answer within 30 working days.

The registrar and the real timeline

No statutory deadline forces the filing, but the request must be made as soon as the constitution formalities, publication included, are complete. The Guichet unique forwards the dossier to each destination body, including the commercial court registry. The registrar then has 1 working day from receipt to make the RCS entries. He verifies that the statements conform to law and match the exhibits, checks that the gérant is not listed in the national file of banned managers, and confirms that the announcement really appeared — he checks its reality, not its content. If the dossier is incomplete, he asks for the missing items within 1 working day and the declarant has 15 days to supply them; where complexity requires deeper examination, the registrar notifies within 1 day that his decision will follow within 5 clear days. One practical warning from the platform's own history: when the Guichet unique malfunctions, the fallback route through infogreffe.fr does not extend to company creations — a blocked incorporation waits for the platform to recover, which argues for filing a complete, clean dossier the first time.

Once registered, the company also appears automatically in the national companies register (RNE) created by ordonnance 2021-1189 of 15 September 2021 and fed by the Guichet unique. And the first days after the K-bis have their own to-do list: open the bank accounts, acquire the staff registers, take out the insurance policies, and order the letterheaded commercial papers.

What it costs: duties, tariffs and fees

The striking feature of French incorporation costs is how little the state takes at the door. Acts recording the formation of commercial companies are dispensed from the registration formality and its duties; the articles simply travel electronically to the corporate tax office. Registration remains required only where the act's form demands it — notarial deeds — or where it contains an operation itself subject to registration, such as a contribution of real property or a business. Where contributions are registered free, everything else in the same acts — the gérant's appointment, the powers for the formalities — is registered free too (CGI art. 810 bis).

For the contributions themselves, the dividing line runs between contributions purs et simples — remunerated only in shares — and contributions à titre onéreux, where the contributor receives value withdrawn from corporate risk, typically the company's assumption of his debts. Pure and simple contributions are in the great majority of cases registered free: cash always, and — when made to a company subject to corporate tax by a person not subject to it — buildings, business concerns (fonds de commerce), clientele and leasehold rights too, provided the contributor commits in the deed to hold his shares for at least 3 years. Without that commitment, the fonds de commerce scale applies — nothing up to €23,000, then 3% to €200,000 and 5% beyond (with a €25 minimum, CGI art. 674, and payment fractionable in 5 instalments on request, CGI art. 1717) — and buildings bear a global 5%. Contributions à titre onéreux are taxed as sales of the underlying assets; but the contribution of a whole business with its liabilities escapes on the same 3-year commitment, and in mixed contributions the parties may allocate the liabilities to the assets of their choice — traditionally cash and receivables — to minimise duties. Transfers of a complete business universality between VAT payers are also dispensed from VAT. All parties to the deed answer jointly for whatever duties are due.

Two accounting consequences deserve a line. All these costs, registration duties included, are deductible from the first financial year — unless the company books them as establishment costs and amortises them over up to 5 years. And while establishment costs remain unamortised, the company may distribute no dividends at all, unless it holds free reserves at least equal to their net value. Finally, contributions in kind can trigger capital-gains tax in the contributor's hands — cash never does — under regimes that vary with the contributor and the asset; that layer belongs to tax planning before signature, not after.

Foreign founders and managers

Nothing in the SARL's design requires French shareholders. Members need only the capacity to contract — they do not become merchants by holding shares — and a company of any nationality can hold the entire capital, though a legal entity can never be gérant. The nationality questions that do matter sit in two places: the foreign-investment screening regime, and the gérant's personal situation.

Investment screening — who is caught

France screens certain foreign investments in sensitive activities: those touching public order, public security or national defence interests, including research, production or trade in arms and explosives (c. mon. fin. art. L 151-3; R 151-3 for the list). An "investor" for this purpose is any foreign natural person, any French national without French tax residence, any foreign entity, or any French entity they control. An "investment" is acquiring control of a French entity, acquiring a business branch, or crossing — alone or in concert — 25% of the voting rights; the 25% crossing is not caught where the investor is an EU or EEA-domiciled individual (of an EEA state with a tax-assistance convention with France) or an entity whose whole control chain sits in such states. Where authorisation is required, the minister answers within 30 working days — silence is rejection — and any complementary examination runs 45 further days. Investing without authorisation exposes the investor to injunctions, conservatory measures such as dividend bans or voting suspensions, and financial and criminal sanctions. For an ordinary trading SARL outside the sensitive sectors, none of this applies — foreign ownership of 100% is simply lawful.

The gérant's papers — three situations

For the gérant, the dividing lines are nationality and residence. An EU national needs no residence permit at all; if he lives in France, a simple declaration at his town hall within 3 months of arrival suffices (CESEDA art. L 231-1 and L 231-2). A non-EU national residing in France must hold a residence card authorising professional activity: the one-year "entrepreneur/profession libérale" card, the four-year multi-year card, or the ten-year resident card (CESEDA art. L 421-5, L 421-16 and L 411-3). And — the point that surprises most international founders — a non-EU national who does not reside in France has no prior formality whatsoever: he manages the French SARL from abroad on production of his identity document, with a free certified translation if needed, plus the same sworn non-conviction statement every gérant signs. Running a French company has no residence requirement.

Frequently asked questions

Key takeaways