A foreign founder may discover, after incorporating a French société par actions simplifiée (SAS), that the company needs a different governance model, a different social-security position for its manager, or a simpler allocation of powers between a small group of shareholders. The relevant question is then not whether to create a second company, but whether the existing SAS can be converted into a société à responsabilité limitée (SARL) without breaking its legal history. In principle, a regular transformation preserves the legal person: Article L. 210-6 of the French Commercial Code states that “La transformation régulière d’une société n’entraîne pas la création d’une personne morale nouvelle”, while Article 1844-3 of the Civil Code applies the same rule to a change of corporate form. The operation nevertheless changes the company’s securities, decision rules, management office, social-security treatment and statutory documents. This guide explains the approval threshold, the role of the foreign shareholders, the transformation commissioner question, the INPI filing, the tax position and the practical consequences for a non-resident founder. It is a corporate restructuring of the same French company, not an informal relabelling of the Kbis.

I. Can a French SAS be converted into an SARL, and what vote and documents are required?

A. Do foreign founders need unanimous approval, and does the company keep its Kbis and contracts?

The primary texts for this first question are Commercial Code Article L. 210-6, Civil Code Article 1844-3, Commercial Code Article L. 227-3, Commercial Code Article L. 227-9 and Commercial Code Article L. 223-18. Read together, they distinguish the continuity of the legal person from the voting and management rules that apply after the new form takes effect.

Yes, a French SAS can in principle be converted into an SARL. The first point is to identify the direction of the transaction. Article L. 227-3 of the Commercial Code expressly provides that “La décision de transformation en société par actions simplifiée est prise à l’unanimité des associés”. That provision addresses a transformation into an SAS, such as an SARL becoming an SAS. It does not, by itself, impose unanimous approval when an existing SAS moves in the opposite direction and becomes an SARL.

For an SAS, the starting point is Article L. 227-9 of the Commercial Code. The statute says that “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient”. The transformation is one of the decisions reserved to the shareholders collectively. The notice, quorum, majority, written consultation procedure, electronic voting rules and any enhanced threshold must therefore be read in the current SAS articles before a meeting is called. A foreign founder should never assume that the ordinary majority used for a routine shareholder resolution also applies to a change of legal form.

There are three common situations:

• The articles require a qualified majority. The resolution must meet that threshold, including any quorum and notice rules. A shareholder who is below the threshold may block the transformation even if the commercial project appears sensible.
• The articles require unanimity for a change of form. Every shareholder must approve. This is a contractual constraint created by the company’s own governance documents, not an automatic rule arising from the word SAS.
• The articles are incomplete or ambiguous. The company should obtain a written corporate-law analysis before voting. A resolution adopted on a debatable procedure can be challenged, and a foreign shareholder who did not receive proper notice may have a serious procedural argument.

The same analysis applies to a SASU, the one-person form of an SAS. The sole shareholder records the decision in the required decision register. If that shareholder is a foreign company, it can decide as shareholder through its competent organ or representative, but the resulting SARL still needs a natural person as manager. Article L. 223-18 of the Commercial Code states that “La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques”. A foreign corporate shareholder cannot simply become the SARL’s gérant (manager) as a legal person. It must appoint one or more eligible individuals and document their acceptance and identification.

The legal continuity is important for the foreign group. Article L. 210-6 of the Commercial Code and Article 1844-3 of the Civil Code both preserve the identity of a regular transformation. The latter states that “La transformation régulière d’une société en une société d’une autre forme n’entraîne pas la création d’une personne morale nouvelle”. The result is normally the same company with the same SIREN, the same assets, the same liabilities, the same employees, the same litigation and the same contractual history. It is not a dissolution followed by a new incorporation.

The case law illustrates the practical effect. In Cour de cassation, commercial chamber, 27 May 2015, no. 13-27.458, the Court described the two forms as “deux formes successives d’une seule et même personne morale” and held that an asset acquired before the transformation remained in the company’s patrimony. The case concerned a civil company becoming an SARL, but its reasoning is useful for the continuity principle. In Cour de cassation, commercial chamber, 25 March 2020, no. 18-17.924, the Court likewise held that a transformation “ne peut avoir pour effet de préjudicier aux droits” of creditors whose rights arose before the change. A French SAS cannot escape an existing debt merely by becoming an SARL.

Continuity does not mean that every document can be ignored. The company’s name must now carry the SARL designation, its shares become parts sociales (ownership units in an SARL), and its management office changes from president to manager. A loan agreement, shareholder agreement, licence, franchise agreement, bank mandate or insurance policy may contain a notification or consent clause triggered by a change of legal form. Those clauses are contractual issues rather than evidence that a new legal person was created. The same is true of a foreign parent’s internal approvals: the French company may continue, while the group still needs a board resolution, power of attorney or disclosure under the parent’s home law.

The Kbis is the official extract of the French registre du commerce et des sociétés (RCS, Trade and Companies Register). It should be updated after the transformation. The updated extract will show the SARL form and the new manager, but the SIREN number and the company’s legal identity should remain continuous. Banks and payment providers routinely ask for that updated Kbis even when the account itself should remain open. The same applies to the tax portal, payroll provider, commercial insurers and major customers.

Before the vote, prepare a short comparison table for the shareholders. It should show the current SAS articles, the proposed SARL articles, the precise majority, each shareholder’s future number of parts, the identity and powers of the manager, the social-security consequence for each remunerated founder, the status of the statutory auditor, and every contract requiring notification. This exercise is especially valuable when the founders are in different countries and a French filing is being coordinated through a proxy.

This conversion question should also be read alongside the firm’s Doing Business in France guide, which maps the wider sequence from choosing a French vehicle to registration and operation. Founders who are still comparing the two forms can then use the firm’s SAS versus SARL comparison for foreign founders before approving the narrower transformation decision addressed here.

B. Is a transformation commissioner required, and what exactly must be filed?

The filing analysis also rests on Commercial Code Article L. 224-3 on transformations into companies by shares, Commercial Code Article L. 223-9 on contributions in kind, Commercial Code Article L. 223-1 on the SARL form, General Tax Code Article 635 on registration of the act and General Tax Code Article 680 on the fixed duty. These are distinct checks, not interchangeable labels for one report.

The words commissaire aux comptes and commissaire à la transformation describe different functions. The first is the statutory auditor. The second is an independent professional appointed for a valuation and transformation report in situations defined by law. The existence of a statutory auditor in the SAS does not automatically answer every question about a transformation report.

Article L. 224-3 of the Commercial Code is deliberately targeted. It begins: “Lorsqu’une société de quelque forme que ce soit qui n’a pas de commissaire aux comptes se transforme en société par actions”. Its special procedure concerns a company without a statutory auditor becoming a company by shares, with an assessment of assets and special advantages. An SAS becoming an SARL is not a transformation into a company by shares. Article L. 224-3 therefore does not, by itself, make a transformation commissioner mandatory merely because the starting company is an SAS. The conclusion must still be checked against the exact operation: a regulated activity, a simultaneous contribution in kind, a capital transaction, a merger, a group reorganisation or a particular statutory arrangement can create a separate report requirement.

Do not confuse that point with the rules for the SARL’s capital. Article L. 223-9 provides that the articles must contain the valuation of each contribution in kind, based on a report by a contribution auditor. If the transformation simply converts the existing securities into SARL parts without a new contribution, that is not the same operation as making a new contribution in kind. If, however, the founders use the transformation to bring in equipment, intellectual property, real estate, a business, or shares of another company, the contribution analysis must be carried out separately. The resolution should state what is being transformed and what, if anything, is being contributed at the same time.

The safe filing sequence for a foreign-owned SAS is as follows:

1. Review the corporate documents. Collect the current articles, any shareholders’ agreement, share register, previous resolutions, director appointments, beneficial-owner declaration and the latest Kbis. Check whether the articles contain a special transformation clause, an approval right, an inalienability period or a foreign-law shareholder restriction.
2. Design the target SARL. Draft the new articles around parts rather than shares. Identify the manager or managers, the duration of their appointment, their remuneration rules, the transfer and approval rules, the registered office, the corporate purpose, the capital distribution and the method for making collective decisions. Article L. 223-1 describes the SARL as a company in which the associates bear losses only up to their contributions; the target articles must be consistent with that form.
3. Prepare the resolution. The decision should identify the old and new forms, the effective date, the amended articles, the manager’s appointment, the end of the president’s office where appropriate, the allocation of parts, the authority to carry out filings and the treatment of any report. The minutes should record the vote and the power granted to the filing agent.
4. Approve and sign correctly. A foreign company shareholder should use its authorised signatory and attach the corporate power or equivalent. If a proxy signs in France, keep the signed mandate, identity documents and any translation or legalisation required for the particular document and country. The INPI platform may ask for a qualified electronic signature or a different signing route.
5. Register the act for tax purposes. Article 635 of the French General Tax Code requires acts recording a company transformation to be registered within one month. The act is not automatically a notarial deed. Where no change of tax regime creates a special charge, Article 680 provides a fixed duty of 125 euros for acts that are neither exempt nor otherwise tariffed. The tax treatment should be confirmed before filing if the SAS has real estate, a business, a tax-neutral reorganisation, a shareholder loan or a prior election.
6. Publish the legal notice. A notice of change of legal form is published in an authorised journal or online press service in the area of the registered office. The official guidance from impots.gouv.fr states that the notice is made within one month of the modification. Keep the certificate of publication in the filing package.
7. File the modification through the INPI portal. The INPI guidance on modifying a company lists a change of legal form among the information that must be amended and states that a modification formalité is made within one month of the change. Upload the signed resolution, updated articles, proof of publication, identity and acceptance documents for the manager, powers of attorney and any additional evidence requested by the portal or the competent registry.
8. Update beneficial-owner data and operational records. A beneficial owner is the individual who ultimately owns or controls the company. A change from shares to parts, a new manager or a new voting arrangement can require an update to the register of beneficial owners. The INPI’s act-deposit guidance recognises transformation operations as filings for legal entities. Follow the portal’s current workflow and retain the submission receipt.

The most frequent rejection points are not sophisticated points of French company law. They are inconsistent dates, a mismatch between the resolution and the articles, an absent acceptance by the new manager, a shareholder name that does not match the foreign corporate extract, a missing power of attorney, an outdated beneficial-owner statement, or a legal notice that describes a new incorporation rather than a transformation. The filing should say clearly that the same company is changing form.

Keep a closing file containing the old and new articles, the minutes, the publication certificate, the INPI receipt, the updated Kbis, tax-registration evidence, the beneficial-owner filing receipt, bank correspondence, payroll instructions and notices sent to key counterparties. If the French registry asks for a correction, answer through the formalité dashboard and preserve the request. A foreign founder who simply starts using “SARL” on invoices before the registry record is updated may create avoidable confusion with banks, customers and public authorities.

II. What changes after the SAS becomes an SARL: governance, social security and tax?

A. How does the president become a gérant, and what changes for a non-resident founder?

For the management transition, consult Commercial Code Article L. 227-6, Commercial Code Article L. 223-29 and Social Security Code Article L. 311-3. The links matter because the statutory category—not the English translation of “director” or “manager”—determines the starting point for the French analysis.

The management change is more important than the label on the Kbis. Article L. 227-6 of the Commercial Code provides that “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts” and gives that president extensive powers to act for the SAS. The SARL has a different statutory architecture. Under Article L. 223-18, the company is managed by one or more natural persons; the managers may be associates or non-associates, and they are appointed by the associates under the conditions laid down in Article L. 223-29.

Article L. 223-29 is relevant to the target form because it states that decisions are adopted by associates representing “plus de la moitié des parts sociales”. That majority governs ordinary appointment mechanics in the SARL unless the Code or the articles provide a different rule for the particular decision. It should not be retroactively applied to the SAS transformation resolution. The current SAS articles control the vote that performs the transformation; the new SARL rules govern the company after the effective change.

For a foreign founder, four questions should be answered in writing:

• Who will be the natural-person manager? A non-resident individual can be appointed in many ordinary commercial situations, but nationality, residence, immigration permission, tax residence and social-security affiliation are separate questions. The corporate registry appointment does not itself grant a right to live or work in France.
• Will the manager be a majority manager? In a multi-manager SARL, the holdings of the managers are assessed together for the relevant social-security classification. Family holdings can also matter. The articles, the share register and any voting arrangement must be reviewed together.
• Will the manager receive remuneration? A management mandate, an employment contract and a shareholder distribution are different legal instruments. A foreign founder should not continue to issue SAS-style payslips after the change without confirming the new mandate and payroll basis.
• Will there be a cross-border social-security coordination document? An A1 certificate, a bilateral social-security agreement or European coordination rules may affect which system applies to a person working across borders. The corporate transformation does not answer that personal question by itself.

The social-security distinction is substantial. Article L. 311-3 of the Social Security Code includes “Les présidents et dirigeants des sociétés par actions simplifiées” among the persons affiliated to the general employee scheme. For an SARL, the same provision includes managers who do not, together, possess more than half of the capital. A majority manager is generally treated as a self-employed worker for social-security purposes. That change can affect the contribution base, payment schedule, health and pension rights, income protection, payroll administration and the way a foreign parent budgets the founder’s compensation.

The case law confirms that the social status is not a cosmetic issue. In Cour de cassation, social chamber, 16 June 1994, no. 92-11.883, the Court held that a majority SARL manager’s affiliation was not conditional on receiving remuneration and that, even without professional income, contributions could be calculated on minimum bases. The decision predates later reforms, so it should not be used as a quotation of every current amount. Its principle remains a warning: “même en l’absence de revenus professionnels” does not necessarily mean no social-security exposure for a majority manager.

By contrast, a remunerated SAS president is normally processed through the general scheme, subject to the precise conditions of the mandate and the remuneration. The Court has also examined the treatment of SAS leaders under Article L. 311-3, 23°. For example, Cour de cassation, second civil chamber, 19 December 2013, no. 12-28.429, records that presidents and directors of SAS are mandatorily affiliated under that provision and that contributions are calculated on their remuneration. A group should therefore model the before-and-after payroll with the actual capital distribution and manager remuneration, rather than rely on a generic SAS-versus-SARL percentage.

Governance also changes in day-to-day operations. A president’s powers are framed by the SAS articles and the statutory rules applicable to dealings with third parties. In an SARL, the manager’s relationship with the associates, approval of reserved matters, transfer of parts, related-party agreements and removal procedure follow a more prescriptive framework. The company should update bank mandates, digital signing rights, customer portals, insurance declarations, tax-agent authorisations, employment records and the foreign parent’s delegation matrix on the same date. If the former president remains an employee, keep the employment relationship separate from the corporate office and document whether the employment contract continues, changes or ends.

Finally, do not overlook transfer restrictions. SAS shares can be organised through bespoke approval, pre-emption and inalienability clauses. SARL parts are governed by a different statutory regime and may require approval for transfers to third parties. A foreign founder planning to bring in an investor shortly after conversion should have the new parts-transfer rules reviewed before approving the new articles. The best time to solve an approval problem is before a buyer signs a term sheet.

B. Does converting an SAS to an SARL trigger corporate tax, registration duty or a new accounting period?

The tax review should begin with General Tax Code Article 206, Article 239 bis AA on the family SARL election and Article 221 on cessation consequences. Those provisions explain why a change of legal form and a change of tax regime must be tested separately for a foreign-owned company.

The tax result depends on two separate questions: whether the regular transformation creates a new legal person and whether it changes the company’s tax regime. A regular SAS-to-SARL conversion normally keeps the same legal person. That does not eliminate tax analysis, because a SARL can have an election or shareholder composition that changes its fiscal treatment.

Article 206 of the General Tax Code places ordinary SARLs that have not elected for the partnership tax regime within corporate income tax. An SAS is also ordinarily within the corporate income-tax environment, but the company’s actual tax status must be checked from its returns, elections and activity. The relevant wording in the current text begins “Sous réserve des dispositions des articles 8 ter, 239 bis AA, 239 bis AB et 1655 ter”. The safe conclusion is not that every SAS-to-SARL conversion is tax-neutral by magic; it is that the common case often remains within the same corporate-tax regime and should be documented as such.

The family SARL option is narrow. Article 239 bis AA of the General Tax Code allows qualifying SARLs formed only between specified family members to opt for the partnership tax regime, with the agreement of all associates. A foreign corporate shareholder, unrelated investor or ordinary venture-capital structure will generally not fit that family-only condition. A founder who converts to an SARL because it appears tax-efficient should first identify whether the new shareholding can legally access the desired election. If no election is available, the conversion should be analysed as a governance and social-security decision, not marketed as an automatic income-tax saving.

Article 221 of the General Tax Code addresses the difficult cases. It treats a transformation that creates a new legal person as a cessation event for corporate-tax purposes, and it also addresses situations in which the company ceases to be subject to corporate income tax. A regular SAS-to-SARL operation that preserves the legal person and keeps the same corporate-tax regime will usually avoid that cessation treatment. The conclusion can change if the transaction includes a change to a transparent regime, a merger-like contribution, a major change of activity or a reorganisation that is not merely a change of form.

The Court’s tax jurisprudence is a useful safeguard against simplistic planning. In Cour de cassation, commercial chamber, 10 December 1996, no. 94-20.070, the Court referred to a “transformation régulière et effective” as an operation distinct from a later transfer. That does not grant immunity from the abuse-of-law rules, but it shows why the legal act, its effective date and the commercial reason for the change must be real and documented. A transformation chosen only to fabricate a tax result, followed immediately by a contradictory transaction, deserves a separate tax review.

Registration duties should be budgeted separately from tax on profits. Article 635 requires the transformation act to be registered within one month. Article 680 states that the fixed duty for an act not otherwise tarifed is 125 euros. The official tax guidance explains that, where the transformation does not make the company subject to corporate income tax, the fixed duty can apply; it also warns that a change of fiscal regime or assets such as a business or professional real estate can produce a different result. Obtain the tax office’s position or professional advice before relying on the 125-euro figure.

A regular transformation does not automatically close the accounting year or create a new tax return period. The company should normally keep its existing closing date and accounting continuity, subject to the consequences of the actual resolution and any tax change. The accounting file should nevertheless record the effective date, the conversion of shares into parts, the new capital presentation, the new manager, any change in statutory auditor obligations and all registration entries. A foreign parent’s consolidation package should use a bridge showing that the same French subsidiary continues, with a new legal form.

VAT and local taxes also require operational care. A French VAT identification number is tied to the enterprise and its tax file, not simply to the word SAS on an invoice. It should not be replaced without instruction from the tax administration. The company should tell its VAT agent, update its legal designation, preserve the SIREN and confirm that electronic invoicing, customs, customer master data and intra-group billing records all show the correct form. The same principle applies to the cotisation foncière des entreprises (CFE, French business-property contribution): the legal form change may require an administrative update, but it is not a reason to file a fictitious cessation if the company continues.

At completion, use this post-registration checklist:

Area	Action after the updated Kbis
Corporate records	Save the resolution, new articles, parts register, manager acceptance and updated beneficial-owner declaration.
Banking	Send the updated Kbis and manager mandate to each bank, payment provider and financial institution; confirm signatories rather than closing the account.
Tax	Notify the tax agent, verify the corporate-tax regime, retain the registration receipt and check VAT, CFE and tax-portal data.
Social security	Rebuild the manager’s contribution and payroll analysis, including any cross-border certificate or coordination rule.
Commercial contracts	Review consent, notice, change-of-control and representation clauses and inform key counterparties where required.
Employment	Keep the same employer identity where legal continuity applies, but update the legal form and signatory information in HR and payroll systems.
Foreign parent	Update group registers, powers of attorney, consolidation data, transfer-pricing files and board approvals.

In Paris and Île-de-France, the practical authority is generally the competent registry for the company’s registered office, not a special “international” registry. The foreign founder should therefore identify the registered-office department, use the INPI dashboard attached to the company and keep the filing number. If a correction is requested, answer the exact issue instead of uploading a new incorporation package. A transformation file is easier to process when every document repeats the same legal name, SIREN, effective date and target form.

Conclusion

Converting a French SAS into an SARL can be a legitimate way to align governance and the founder’s social-security position with the company’s next stage. The operation is normally a transformation of the existing legal person, not the creation of a new subsidiary. That continuity protects the company’s contracts, assets, debts, employees and legal history, but it does not preserve every governance rule. The shareholders must apply the SAS articles to the transformation vote, draft an SARL structure that uses parts and a natural-person manager, verify whether any report or regulated formalité is required, register the act, publish the legal notice and file the modification through INPI within the applicable deadlines.

The commercial decision should be made only after a written comparison of four items: the voting threshold and minority risk, the manager’s social-security status, the tax regime and registration cost, and the operational work required after the new Kbis. For a foreign founder, the most serious mistake is to treat the conversion as a translation exercise. It changes who manages the company, how the founder is affiliated, how parts are transferred and how the foreign parent documents its control. A properly prepared file can preserve continuity while making those changes transparent to the French registry, tax administration, banks, employees and business partners.

Need a quick opinion on your case?

You can arrange a telephone consultation within 48 hours with a lawyer from the firm to review the proposed SAS-to-SARL conversion, the shareholder vote, the manager’s status and the filing documents.

Call +33 6 46 60 58 22 (Maître Reda Kohen), or use the contact form for the firm. A document review is particularly useful when the shareholders, manager or parent company are based outside France.