Raising Cash into a French SAS: The Full Step-by-Step Capital Raise

The cash capital raise procedure, step by step

A cash capital raise into a French SAS runs on a defined sequence — a shareholder decision, a subscription window, a deposit at a depositary, a depositary's certificate, the registry filing, and the release of the funds. Each step has its own documents and its own deadlines; missing one of them either delays the closing or, in defined cases, exposes the operation to annulment.

This guide covers the steps in order, the closing checklist, the price-setting rules (par value, issue premium, the libération rule), a worked dilution table showing what the raise does to capital and voting percentages, the three timing scenarios founders see most often, and the criminal penalty that applies to a French SAS president who issues new shares before the existing capital is fully paid. For the panorama of the other routes — in-kind contributions, reserves, debt-to-equity, convertibles and preference shares — see our companion guide on how to raise capital in a French SAS; this article is the procedural deep-dive on the cash route.

What needs to be in place before raising cash into a French SAS

Before the shareholders vote on a cash capital raise, two structural conditions must be cleared.

The existing capital must be fully paid. Under Art. L 225-131 of the Commercial Code, no new cash capital raise can proceed while any part of the existing share capital remains unpaid. The rule covers every shareholder of the SAS, whether or not they subscribe in the new round. If a single share of the existing capital still carries an unpaid balance, the raise cannot launch until the balance is called and paid.

The remedy where the existing capital is not fully paid is procedural: the president calls the unpaid balance, the shareholders pay, and the new raise proceeds once the books are clean. The call procedure runs in parallel with the preparation of the new raise — it does not have to wait until the new raise is fully drafted. Strictly, the law pegs the requirement to the issue of the new shares; prudent practice clears it before the shareholder decision is even taken, so the operation never sits on a defect.

The penalty for breaching the rule is severe. Until 30 September 2025, a capital raise decided in violation of Art. L 225-131 was null by operation of law. From 1 October 2025, the nullity is no longer automatic — the court applies a more searching review under the post-Ord. 2025-229 regime — but the underlying rule is unchanged. The president is also exposed to a criminal fine of €150,000 under Art. L 242-17 of the Commercial Code (applicable to the SAS through Art. L 244-1) for issuing shares while the existing capital is not fully paid.

The information package must be complete. The president prepares a report stating the reasons for the increase, the state of the business since the start of the financial year, and the proposed terms (C. com. Art. R 225-113) — the courts take this seriously: a capital increase decided without the president's report has been annulled, and shareholders must receive clear, specific information on the reasons, size, and usefulness of the increase. Where the SAS has a statutory auditor and the increase involves a suppression of the pre-emptive subscription right, the auditor's special report is also prepared. The package is made available to the shareholders in the timing the bylaws set — typically a minimum of eight days before the vote. In an SAS with employees, the agenda must also carry the separate mandatory resolution proposing an employee share offer (C. com. Art. L 225-129-6) — covered in detail in our companion guide.

Step 1: the shareholder decision authorising a cash capital raise in a French SAS

The shareholders take a décision collective authorising the capital raise. The decision can be a meeting (physical or by video), a written consent circulated for signature, or a signed instrument — the form depends on what the bylaws allow.

The decision sets:

• the amount of the increase (a fixed amount, or a maximum amount the president can fill);
• the par value of the new shares and the issue premium (where applicable);
• the conditions of the subscription — open to all existing shareholders (with their pre-emptive right), reserved to designated persons (with the suppression of the pre-emptive right), or open to a defined category;
• the modalities of the subscription window — the opening date, the duration, the form of the subscription bulletin;
• the delegation, if any, to the president to fix the modalities (delegation of authority) or to decide subsequent fractions of the increase (delegation of competence).

The majority required is the one the bylaws set for capital changes. The threshold is typically two-thirds of the votes cast, sometimes simple majority, sometimes unanimity for fundamental changes. The bylaws govern.

Where the increase reserves part or all of the new shares to designated persons, the suppression of the pre-emptive right must be voted as part of the decision. The suppression carries its own auditor-report requirement, and the designated investors who are existing shareholders cannot vote on the suppression in their favour — their shares are deducted from the quorum and majority computation.

Where a delegation of competence to the president is part of the decision, the cap on the aggregate amount and the duration (no more than 26 months, reduced to 18 months when the pre-emptive right is suppressed for designated investors) must be set in the same decision.

The minutes of the decision are signed and recorded in the company's register of decisions. The minutes are part of the registration file at the Guichet unique once the increase is realised.

Step 2: subscription bulletins for a cash capital raise in a French SAS

Each subscriber records their commitment by signing a bulletin de souscription — the subscription bulletin (C. com. Art. L 225-143). The bulletin is the contractual instrument by which the subscriber binds themselves to subscribe a defined number of shares against a defined price.

Under Art. R 225-128 of the Commercial Code, the bulletin must contain:

• the corporate name of the SAS and any acronym;
• the legal form of the company;
• the amount of the share capital before the increase;
• the address of the registered office;
• the unique identification number and the RCS mention with the city of the registry;
• the amount and modalities of the capital increase;
• where applicable, the amount to be subscribed in cash and the amount contributed in kind;
• the name or corporate identity and address of the person receiving the funds;
• the subscriber's full identity (name, given names, residence) and the number of shares being subscribed;
• a confirmation that the subscriber has been given a copy of the bulletin.

The bulletin is dated and signed by the subscriber (or by an attorney holding a written power), with the number of shares subscribed written out in words. A copy of the signed bulletin is given to the subscriber; the company keeps the original.

Bulletins can be signed on paper or electronically. Paper is not a legal requirement, and the ANSA accepts an electronically signed bulletin provided the signature uses a reliable identification process guaranteeing its link with the instrument it is attached to (C. civ. Arts. 1174 and 1367); the exact assurance level required has not been settled, so in practice counsel use a recognised e-signature platform whose certificates meet the higher standards.

The signed bulletins are presented to the depositary at the time of the deposit. The bulletins are the documentary basis for the depositary's certificate at the next step.

Step 3: depositing the cash for a French SAS capital raise

The cash subscribed against the new shares is paid into a blocked account opened in the company's name with the depositary. The depositary can be a notary or a financial institution authorised to receive the funds — in practice, most often the company's bank.

Each subscriber transfers their subscription amount to the blocked account by bank transfer or cheque; bank transfer is the standard route. Where part of the raise is funded by the set-off of a liquid and due claim a shareholder holds against the company (libération par compensation), that portion does not pass through the blocked account at all — it runs on its own paperwork, described at step 4.

The funds remain blocked in the account from the moment of deposit until the registry filing is complete. Neither the company nor the subscribers can access them during this period. The blocked status protects the subscribers (the company cannot use the funds before the increase is registered) and the company (the subscribers cannot withdraw their commitment unilaterally).

Two minimum payment rules apply at the deposit stage:

At least one quarter (25 %) of the par value of the cash-subscribed shares must be paid up on subscription (C. com. Art. L 225-144). A subscriber who commits to take 1,000 shares of €10 par value (€10,000 subscribed) must pay at least €2,500 at the deposit. The balance is called by the president, in one or more instalments, within five years of the day of the capital increase.

The full issue premium, where applicable, is paid in full on subscription. There is no fractional payment of the premium. A subscriber taking 1,000 shares of €10 par value at an issue price of €30 (par + €20 premium) must pay €2,500 (25 % of par) plus €20,000 (the full premium) = €22,500 at the deposit. The remaining €7,500 of par value is called within five years.

One exception to the instalment option: shares issued partly against cash and partly against a capitalisation of reserves, profits, or premium must be fully paid on subscription (C. com. Art. L 228-7).

Step 4: the depositary's certificate for a French SAS cash capital raise

Once the cash is deposited and the bulletins are signed, the depositary issues a certificate (certificat du dépositaire) recording the subscriptions and payments, drawn up at the time of the deposit on presentation of the subscription bulletins (C. com. Art. L 225-146).

The certificate:

• lists every subscriber;
• shows the number of shares each subscriber subscribed;
• shows the amount each subscriber paid (the par-value tranche plus any premium);
• is signed by the depositary, on its letterhead or a substantively equivalent format.

The certificate is annexed to the registration file at the Guichet unique.

A practical point: the depositary needs the signed bulletins to issue the certificate. Founders running a tight closing should sequence the bulletins, the cash payments, and the request for the certificate in a single round of correspondence with the depositary, so that the certificate is in hand within a day or two of the last subscription.

Where a libération par compensation is part of the raise (a shareholder loan being capitalised), the depositary does not see the cash for that portion — the set-off operates outside the bank account, on two documents of its own: a statement of account (arrêté de comptes) drawn up by the president and certified exact by the statutory auditor where one is appointed (C. com. Art. R 225-134; an SAS without an auditor is dispensed from the certification), and a certificate recording the payment-by-set-off issued by a notary or by a statutory auditor — for which an SAS without an auditor appoints one specifically, unless it routes the formality through a notary (C. com. Art. L 225-146, al. 2).

Step 5: bylaws amendment and registry filing for a French SAS cash capital raise

With the depositary's certificate in hand, the company runs the registration filing.

The bylaws are amended to reflect the new capital figure. Where the SAS uses fixed capital, the new amount is recorded in the bylaws and on the K-bis. Where the SAS uses variable capital and the increase sits within the capital autorisé, no bylaws amendment and no capital-change filing are needed — the cap table and the share register record the movement.

A legal notice of the capital increase is published in a medium authorised to receive legal notices in the département of the registered office. The notice lists the new capital amount, the date of the increase, and the registry of commerce, and is charged at the applicable legal-notice tariff.

The registration file is filed at the Guichet unique with:

• the bylaws amendment (signed by the president);
• the minutes of the shareholder decision authorising the increase;
• where applicable, the statutory auditor's special report on a suppression of the pre-emptive right, and the set-off documents (arrêté de comptes and notary or auditor certificate) for any capitalised shareholder loan;
• the depositary's certificate;
• the legal-notice attestation;
• a power of attorney where the filing is run by counsel.

The registry of commerce checks the file for completeness and conformity. Once accepted, the K-bis is updated to show the new capital figure. The standard turnaround is one full working day from registry receipt; a complex file (multiple shareholders, sectoral authorisation) can take up to five days. An incomplete file is returned with a request for missing documents; the company has fifteen working days to fix.

Step 6: releasing the cash from the depositary to the French SAS

The depositary releases the funds to the company against a copy of the updated K-bis showing the new capital figure. The release is the final step of the cash raise — the funds move from the blocked account to the company's operational account, and the company can use them for its activity.

In practice, the depositary handles the release within a day or two of receiving the K-bis. Where the depositary is the same bank that hosts the company's operational account, the transfer is internal and immediate. Where the depositary is a notary or a separate financial company, the transfer takes one or two business days through the standard inter-bank channels.

If the release is delayed for any reason — incomplete K-bis, mismatch on the bylaws amendment, withholding by the depositary — the funds remain locked, and the company cannot deploy them. Counsel typically follows the release proactively to keep the cash available the day the K-bis lands.

A specific case: where the company is registered with variable capital and the increase sits inside the capital autorisé, the release is not gated on a capital-change filing. The depositary releases against the cap-table update and the bylaws confirmation that the increase is within the variable-capital range.

The closing checklist for a French SAS cash capital raise

The full document set, in the order it is produced:

What the raise does to the cap table: a worked dilution example

Dilution is the mechanical consequence of new shares entering the table. The worked example below shows a company with two founders — 6,000 and 4,000 shares of €10 par (€100,000 capital) — raising €150,000 from an investor through 5,000 new shares issued at €30 each (€10 par + €20 premium), with the pre-emptive right suppressed in the investor's favour. One share carries one vote, the SAS default absent a contrary clause.

Three readings of the table matter in practice.

Capital and votes move together by default — but the bylaws can split them. In the example, Founder 1 falls from 60 % to 40 % of both capital and votes. An SAS can decouple the two: multiple-vote shares for the founders, or preference shares with adjusted voting weight for the investor, change the votes column without changing the capital column. The design belongs in the same shareholder decision that authorises the increase.

The premium changes the money, not the percentages. The investor pays €150,000 but the capital rises only €50,000 — the €100,000 premium sits on the prime d'émission line. Percentages follow the share count, not the cash: at a higher premium the same €150,000 buys fewer shares and dilutes the founders less.

Control thresholds are the real stakes. Founder 1 loses the majority (60 % → 40 %); the two founders together fall from 100 % to exactly two-thirds — level with a two-thirds bylaws-amendment threshold, with no margin at all. Before any raise, the founders should map the percentages against the majorities the bylaws actually use: simple majority, two-thirds, and any unanimity matters. A shareholder who wants to hold a threshold through the round must subscribe pro-rata — in the example, Founder 1 would need 3,000 of the 5,000 new shares to stay at 60 %.

Compute your dilution on the raise

Enter your shares, the company's total shares, and the new shares to be issued — and see your percentage before and after, plus what you would need to subscribe to hold your position.

Three timing scenarios for a cash capital raise in a French SAS

Three scenarios drive most of the timing variations on a cash capital raise.

Scenario A — all existing shareholders subscribe. The pre-emptive subscription right of the existing shareholders covers the whole increase. The shareholder decision is taken, the subscription bulletins are signed, the cash is deposited, and the registration filing closes the operation. Because no new investor enters the cap table, the negotiation overhead is minimal and the timeline is tight — three to four weeks from decision to K-bis.

The decision can install a droit de souscription à titre réductible — the reducible right — to allow shareholders who want to subscribe more than their pro-rata share to take up any unsubscribed balance. The decision can also authorise the president to limit the increase to the subscriptions received, provided they reach at least three quarters of the projected amount. With those two tools, the operation absorbs variations in subscription appetite without leaving residual unsubscribed shares.

Scenario B — anticipated full subscription with reduced delays. Where the company is confident that the increase will be fully subscribed (because the subscribers are committed in advance), the timing can be compressed. On the day of the shareholder decision, an emission notice reproducing the required mentions (C. com. Art. R 225-120) is sent to each shareholder by registered letter. The subscription window — at least five trading days by law — can be closed early once all the shares are subscribed and the non-subscribing shareholders have renounced their pre-emptive right individually by registered letter (C. com. Arts. L 225-141 and R 225-122), which removes the need to wait out the full window.

The compressed timeline can bring the operation from decision to K-bis in two to three weeks instead of four.

Scenario C — capital raise reserved to designated investors. The shareholders cannot or do not want to subscribe; the raise is reserved to one or more designated persons (a venture capital fund, a strategic partner). The pre-emptive subscription right is suppressed for the designated investors, with the president's report, the auditor's special report (an SAS without an auditor appoints one specially for this), and the designated investors excluded from the suppression vote. The subscription bulletins are signed by the designated investors, the cash is deposited, and the registration filing closes the operation.

The timeline runs longer than scenario A — typically four to six weeks from decision to K-bis — because of the auditor report and the negotiation between the company and the designated investors.

The three scenarios can be combined. A single capital raise can have part of the increase open to existing shareholders under their pre-emptive right and another part reserved to designated investors with the right suppressed. The shareholder decision sets out the breakdown.

The price of new shares in a French SAS cash capital raise

The price of new shares in a cash capital raise has three components.

The par value (valeur nominale). The par value is set in the bylaws and is the same for every share of a given class. Cash subscriptions cannot be priced below par value — issuing shares at a discount to par is prohibited.

The issue premium (prime d'émission). Where the company has accumulated reserves or has an underlying value above the par value of its shares, the new shares are issued at par value plus an issue premium. The premium ensures that the new subscribers do not get an unfair advantage at the expense of existing shareholders. A company with €100,000 of capital (10,000 shares at €10 par) and €50,000 of reserves has a per-share underlying value of €15. New shares should be issued at €15 (€10 par + €5 premium), not at €10 — the €10 issue would dilute existing shareholders by €5 per new share.

The premium is treated as a contribution to reserves, not as capital. It is added to the prime d'émission line on the balance sheet, which is itself capitalisable in a future capital increase by incorporation of reserves. One boundary: the premium sitting in the company cannot itself fund the libération of new shares — the payment must come from the subscriber's own resources.

The libération breakdown. The one-quarter libération rule applies to the par value only. The premium is paid in full on subscription. A subscriber taking 1,000 shares at €10 par value with a €5 premium pays €5 × 1,000 (the full premium) plus €2.50 × 1,000 (25 % of par value) = €7,500 at the deposit. The remaining €7,500 of par value is called within five years of the increase.

Where the capital raise is reserved to designated investors and the pre-emptive right is suppressed, the issue price (par plus premium) must be set at a level that protects existing shareholders against dilution at a discount. A price materially below the company's underlying value can be challenged by existing shareholders as a breach of their rights.

The subscription premium is also a contractual lever in fundraising: investors who subscribe at a higher premium than other subscribers in the same round are paying more per share for the same economic and voting rights, which the bylaws can rebalance through preference-share class differentiation. The price-class architecture is set in the same shareholder decision that authorises the capital increase.

Where are you in the raise? Check your next step

Pick the stage closest to yours and see the documents that gate your closing — and the point to settle before moving.

Frequently asked questions about a cash capital raise 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 structure for a cash capital raise in a French SAS depends on the company's existing cap table, the subscriber profile, and the funding plan. Always seek qualified legal advice before launching a cash capital raise in France.