Setting up a company in France: The decisions, the documents and the timeline

Setting up a company in France: the decisions, the documents and the timeline

Setting up a company in France as a foreign founder comes down to five decisions taken in the right order: the legal form, the shareholders, the tax regime, the articles, and the capital — then one filing at the single-window business portal (Guichet unique). Most foreign founders end up with a simplified joint-stock company (SAS), the form behind more than two thirds of French company creations, because it accepts a single shareholder, a corporate president and a capital the founders set freely. This guide covers each decision in the order you will face it, and the registration file that closes the process.

Choosing the legal form when setting up a company in France: SAS, SARL or SA

Three commercial forms carry almost all foreign-founded businesses in France, and the choice determines everything downstream — governance, the manager's social-security status, and how freely shares change hands.

The SAS is governed by its own articles. The law fixes only a short list of mandatory rules — a president with sole authority to represent the company toward third parties, a set of decisions reserved to the shareholders, and the fundamental rights every shareholder keeps, such as the right to take part in collective decisions and the rule that a shareholder's commitments cannot be increased without consent. Everything else — management structure, decision-making, majorities, admission and exit of shareholders — is written by the founders into the articles (statuts). Shareholder liability is limited to the amount contributed. The counterpart of that freedom is drafting risk: what the articles do not settle, no statute settles for you, so ambiguous or incomplete clauses become disputes.

The SARL is the older, rule-bound alternative. Its manager (gérant) must be a natural person, every share carries one vote, majorities and meeting formalities are fixed by statute, and the manager's social-security status depends on whether he holds a majority of the capital — the source of the well-known majority-manager problem, which founders historically dodged with fragile devices such as shares parked with accommodating minority shareholders. The SAS president, by contrast, is covered by the employee-type general social-security scheme whether or not he holds the majority. A married founder should also note that under the SARL rules a spouse married under community of property can claim shareholder status on contributions or transfers of common funds; those protective provisions do not apply to the SAS, whose shares are negotiable securities.

The SA is for companies heading to a listing. It requires capital of at least €37,000, at least two shareholders (seven if listed), a natural person as chief executive, and a board with statutory powers, age limits and caps on multiple directorships. It remains, with the rarely used partnership limited by shares, the only form whose shares can be admitted to trading on a regulated market. The SAS cannot be listed — although it may make offers to qualified investors, to a restricted circle of investors, through crowdfunding, and, since 23 October 2019, offers of its securities to its own executives and employees.

Who can set up a company in France — and when foreign investment is screened

Any natural or legal person, French or foreign, can subscribe shares in an SAS. Shareholders do not need to be merchants, French residents or EU nationals, and no French co-shareholder is required. A company of any nationality and any form — including another SAS — can hold 100 % of the shares. The residence question arises only for the person who will head the company, at the registration stage, and it is a question of supporting documents rather than eligibility: a non-EU national residing in France and heading the company needs a residence permit allowing a professional activity, while a non-resident executive files identification and a sworn declaration.

Foreign-investment screening applies only in sensitive sectors. France screens foreign investments under the Monetary and Financial Code (art. L. 151-3): where the target's activity touches a protected sector — activities affecting public order, public security or national defence, including weapons, on a list fixed by regulation — prior authorisation from the Minister of the Economy is required for an acquisition of control, the acquisition of all or part of a branch of activity, or the crossing of 25 % of the voting rights of a French company (10 % for listed companies). The minister has thirty working days to respond, and a further period of forty-five days where an in-depth review is opened; silence counts as rejection, not approval. Completing a covered transaction without authorisation exposes the investor to injunctions, conservatory measures and financial and criminal sanctions.

The regime is defined by reference to acquisitions — of control, of a branch of activity, or of voting-right thresholds — in the protected activities, so a new company incorporated to run its own business will usually fall outside its triggers; a case-by-case check remains prudent, and screening becomes a central diligence item whenever the French entry is structured as a buy-out of an existing activity.

The articles can also screen shareholders privately. Because SAS shares are in principle freely negotiable, founders who want a closed shareholder base write the control into the articles: a transfer-approval clause (agrément) covering some or all transfers, a non-transferability clause for up to ten years, an exclusion mechanism, and an obligation for a corporate shareholder to disclose a change of its own control, with suspension of rights or forced exit as the sanction. A transfer made in breach of these statutory clauses is void — which is precisely what makes them stronger than the same promises made in a separate shareholders' agreement (pacte d'associés), which binds only its signatories.

The tax decisions made when setting up a company in France

Company tax applies by default. The SAS is subject to company tax (impôt sur les sociétés, IS) as of right, whatever its activity. The standard rate is 25 % for financial years opened since 1 January 2022. A reduced rate of 15 % applies to the fraction of profit up to €42,500, but only where every prong of the test is met: turnover not exceeding €10 million, and a fully paid-up capital held continuously, directly or indirectly, at least 75 % by natural persons. Note the paid-up condition — a founder who leaves half the capital uncalled is also leaving the 15 % band unavailable.

A social surcharge applies to large payers. An additional social contribution of 3.3 % of the company tax is due only where both conditions are met: turnover of at least €7,630,000 and company tax exceeding €763,000. Companies below either threshold do not pay it.

Profits are taxed again only when distributed. Company tax is charged on the profit whether it is retained, carried forward or distributed; shareholders are taxed personally only on what the company distributes to them. For a founder planning to reinvest earnings, that separation is one of the main reasons to incorporate rather than operate as a sole trader.

Young companies can opt out of company tax for five years. An SAS may elect the partnership regime — profits taxed directly in the shareholders' own returns — for a maximum of five financial years, where all of the following conditions are met:

• The company is less than five years old at the opening of the first financial year covered by the election.
• Its principal activity is industrial, commercial, artisanal, agricultural or professional — managing its own movable or real property portfolio does not qualify.
• Natural persons hold at least 50 % of the capital and voting rights, and the president or general managers, together with their tax households, hold at least 34 %.
• The company has fewer than 50 employees and annual turnover or a balance-sheet total below €10 million.

The election requires the agreement of all shareholders and is notified to the tax office within the first three months of the financial year it first covers; it can be revoked before the five years run out, by notification within the first three months of the financial year from which the renunciation applies. The point of the election is timing: early losses flow through to the shareholders and offset their other income — professional losses against a natural person's global income, or a corporate shareholder's results — instead of sitting in the company as carried-forward deficits waiting for future profits.

Drafting the articles when setting up a company in France

The articles are the constitution of an SAS, and they carry more weight here than in any other French form: the law leaves management structure, decision-making and shareholder relations to them. They must be in writing; a notarial deed is required only where a contribution includes assets subject to land registration, such as real property.

What the articles must contain

Every SAS's articles must state the legal form, duration, company name, registered office, corporate purpose and share capital. On top of that common core, the SAS rules require the articles to fix the conditions in which the company is directed, the terms of appointment of the president, the decisions that must be taken collectively by the shareholders together with the form and majority conditions of those decisions, and the identity of the first president. The description and valuation of each contribution in kind must appear, and where transfer restrictions are wanted — approval, non-transferability, exclusion, change-of-control disclosure — they only work if they are in the articles.

Since 1 October 2025, the articles can go one step further: they may stipulate that decisions taken in breach of the rules the articles themselves lay down are void. Before that reform, breach of a purely statutory (contractual) rule was, in most cases, not a ground of nullity, which weakened carefully drafted governance clauses. The option should be used selectively — attaching nullity to every procedural clause converts drafting slips into litigation.

Name, registered office and duration

The company name is chosen freely, subject to earlier rights — a search for existing company names and trademarks before filing avoids an expensive rebrand later. On all documents addressed to third parties, the name must appear with the form "société par actions simplifiée" or "SAS" and the amount of the share capital. The duration cannot exceed 99 years, renewable.

The registered office (siège social) can be commercial premises, an address supplied by a domiciliation company under a contract of at least three months, or the president's home: permanently where no lease term or building rule prevents it, and otherwise for a maximum of five years, after which the company must move to real premises or be struck off. A foreign founder without a French address typically starts with a domiciliation contract and moves the office once operations justify premises.

The corporate purpose

The purpose must be lawful and precisely drafted. It defines what the president can commit the company to, and its extinction is a ground of dissolution — so it should be written wide enough to cover the planned development of the business, but not so vaguely that it fails to describe an activity. Regulated activities require the corresponding authorisations before the company can operate, and the registration file must include them.

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Capital and contributions when setting up a company in France

The amount is free — the discipline is not. The articles state the share capital, which must be fully subscribed; there is no statutory minimum, and a €1 capital is lawful. It is rarely wise. Banks are reluctant to lend to a visibly under-capitalised company, and if the business later fails, the under-capitalisation can expose management to personal liability in certain circumstances. Unpaid capital also carries tax consequences: the reduced 15 % company-tax band requires fully paid-up capital, and so does the deduction of interest paid on shareholder loan accounts.

Cash contributions and the deposit of funds

Cash contributions must be paid in at least half at subscription, the balance within five years of registration, on calls by the company. The subscribed funds are deposited with a bank, a notary or an authorised investment firm — within eight days of receipt where the depositary did not collect them directly — and the depositary issues the certificate listing the subscribers and their payments. The articles can only be signed once that certificate exists. The funds stay blocked until the company is registered and are released to the new company's account on presentation of the registration certificate; if the company is not incorporated within six months of the deposit, the subscribers can recover their money through a court-appointed representative or one designated by all of them.

Contributions in kind

Assets other than cash — equipment, IP, securities, a business as a going concern (fonds de commerce), real property — are contributed against shares, with a description and valuation of each asset in the articles. Valuation is in principle controlled by an in-kind valuation auditor (commissaire aux apports), appointed unanimously by the founders or, failing agreement, by the court; his report must be available to the founders at least three days before the articles are signed and stays annexed to them. The founders can decide unanimously to do without the auditor where two conditions are met together: no single contribution in kind exceeds €30,000, and the total value of all in-kind contributions not covered by an auditor's report does not exceed half the capital. The waiver shifts the risk onto the shareholders, who are jointly liable toward third parties for five years for the value given to those assets. Deliberately overvaluing a contribution is a criminal offence.

Contributing a business as a going concern or real property adds formalities of its own — publicity that mirrors a sale, creditor-protection windows, land registration through a notarial deed — and lengthens the timeline accordingly; those operations are worth planning with counsel from the start.

Contributions of services

The SAS can issue shares against services or expertise (apports en industrie) — a real option for a founder whose input is work rather than money, and one the SA does not allow. These shares do not count toward the share capital, cannot be transferred, and the articles must organise them: the services promised, their duration, and what happens when the contributor stops performing. Unless the articles say otherwise, the service contributor's share of profits equals the share of the shareholder who contributed the least.

In-kind contribution check: do you need a valuation auditor to set up your French company?

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Registering your company in France: the Guichet unique step by step

Since 1 January 2023, every business formality in France passes through one electronic portal — the single-window business portal (Guichet unique), operated by the intellectual-property office INPI at formalites.entreprises.gouv.fr. One file feeds the trade register, the tax administration, the social-security bodies and the national statistics institute. The company exists as a legal person only from its registration in the trade and companies register: until then, the founders act personally, and the company takes over their pre-incorporation commitments only through the mechanisms the law organises for that purpose.

Before the filing

Two steps precede the online file. The capital must be deposited and the depositary's certificate obtained, since the articles cannot be signed without it. A notice of incorporation must then be published in an authorised legal-announcements medium (support d'annonces légales) of the department of the registered office, stating the company's key characteristics; for 2025 the price is a flat €197 before tax in mainland France, reduced to €141 for a single-shareholder SAS (SASU). The publisher's attestation goes into the registration file.

What goes into the file

• The signed articles, with the in-kind valuation auditor's report annexed where one was required.
• The depositary's certificate for the cash contributions, with the list of subscribers.
• Proof of the registered office — a lease, a domiciliation contract, or, for the president's home, a recent utility-type proof of address.
• For each person with power to bind the company: identification and a sworn declaration of non-conviction with filiation; a corporate president files a recent registry extract, translated where it is foreign. An executive residing in France as a non-EU national needs a residence permit allowing a professional activity — the one-year "entrepreneur / profession libérale" permit, the four-year multi-year "talent-porteur de projet" permit, or a resident card — while a non-resident files identification and the sworn declaration only.
• The declaration of beneficial owners: every natural person holding more than 25 % of the capital or voting rights, or otherwise controlling the company, with the exact percentages held. Inaccurate or missing declarations are criminally sanctioned — up to six months' imprisonment and a €7,500 fine for individuals.
• Where the activity is regulated, the authorisation, diploma or licence it requires; where an auditor is appointed at incorporation, proof of his registration and acceptance letter.

The registrar's review and what follows

The registrar reviews the file and, where it is complete and consistent, registers the company within one clear working day of receiving it (five where the file requires further examination); if items are missing, the applicant has fifteen working days to complete the file. Registration produces the registry extract that banks and counterparties will ask for, and the registrar publishes the incorporation in the official civil and commercial announcements bulletin within eight days. With the registration certificate, the depositary releases the blocked capital to the company's account — and the company starts operating in its own name.

False declarations to the register are criminally sanctioned, and the declared information must be kept current: statutory changes trigger an amending filing, generally within one month.

Frequently asked questions about setting up a company in France

This article states French law as published in the sources available at the date shown above, for general information only. Incorporation rules, tax rates and filing requirements change, and the widgets are simplified orientation tools. It is not legal advice and does not create an attorney-client relationship.