A foreign founder can contribute a patent, software, trademark, domain name, copyright portfolio or another transferable asset to a French SAS as share capital. The practical answer is not determined by the nationality of the contributor. It turns on three questions: does the contributor own a transferable right, can the right be valued and delivered to the company, and has the contribution been approved and filed in the form required by French law? A foreign document that proves commercial use is not necessarily a document that proves ownership. A licence that permits the founder to operate a product is not automatically an asset that can be transferred as full ownership to the French company.

This guide is for founders and foreign companies creating or funding a French société par actions simplifiée (SAS), the French simplified joint-stock company. It focuses on cross-border intellectual property and other non-cash contributions, not on an individual’s move to France or on a property purchase. It explains what must be placed in the contribution deed, when a commissaire aux apports (independent contribution auditor) is needed, what the French Guichet unique and the Institut national de la propriété industrielle (INPI, the French National Institute of Industrial Property) need to see, and where personal liability can arise. The general rule is simple: the French company should not receive shares in exchange for an asset that cannot later be proved, used, registered or defended.

I. Can a foreign founder contribute IP or other assets to a French SAS as share capital?

A. Which assets can be contributed, and when does the asset actually belong to the SAS?

French company law distinguishes between a cash contribution, a contribution in kind and a contribution of industry. A contribution in kind is the contribution of an asset other than money in exchange for shares. The asset may be tangible, such as equipment, or intangible, such as intellectual property, contractual rights or securities. A contribution of industry is the provision of work, know-how or services; it can produce rights between the shareholders but does not form the share capital in the same way as a contribution in kind. A founder who says that a foreign technology is “worth” EUR 200,000 must therefore identify the legal asset that is being transferred, rather than only describing the business opportunity around it.

Article 1832 of the French Civil Code states that La société est instituée par deux ou plusieurs personnes qui conviennent par un contrat d’affecter à une entreprise commune des biens ou leur industrie en vue de partager le bénéfice ou de profiter de l’économie qui pourra en résulter. The same article also permits a one-person company in the cases provided by law and requires the associates to contribute to losses. The statutory reference is available in the official version of Article 1832 of the Civil Code. The words “biens ou leur industrie” explain why the founder must choose the correct legal form of contribution: a patent assignment, a licence, access to a software platform and the founder’s personal work are different things.

For an IP contribution, the first distinction is between ownership and permission. A patent or patent application may be assigned, licensed or used as security. A registered trademark may be assigned in whole or in part, subject to the conditions applicable to the right. A copyright portfolio may contain economic rights that can be assigned, while the author’s moral rights remain subject to a different regime. A software repository may contain code written by employees, independent contractors, founders and third-party developers, each with a different chain of title. A domain name, customer database, regulatory authorisation, know-how package or long-term contract may also have value, but the legal analysis is not identical to an IP assignment.

The French Intellectual Property Code is relevant at the level of the underlying right. Article L111-1 recognises the author’s exclusive incorporeal property right from creation; the official text of Article L111-1 should be checked for the work concerned. Article L112-2 includes software among works of the mind, subject to its statutory conditions. If the code was created by an employee in the performance of employment duties or on the employer’s instructions, Article L113-9 may place the economic rights in the employer, unless a different valid arrangement applies. The official text of Article L113-9 is a warning against treating a founder’s statement as a complete title document.

Copyright also requires a boundary between economic rights and moral rights. Article L121-1 protects the author’s moral right as a perpetual, inalienable and imprescriptible right. A contribution deed should not promise the French SAS an impossible transfer of a right that French law treats as inalienable. It should identify the economic rights transferred, the works covered and the permissions needed for adaptation, translation, distribution, software maintenance, sublicensing and enforcement. The official text of Article L121-1 should be read alongside the contractual documents.

The asset belongs to the SAS only when the contribution has been legally completed. Incorporating an asset into a valuation spreadsheet does not transfer it. Nor does a reference to an overseas parent company’s website, a pitch deck or an invoice. The company needs a signed contribution deed or assignment instrument, the required corporate approvals, a description that identifies the asset, and evidence that the transfer is effective against the relevant third parties and registers. If the founder contributes only a right to use a platform for three years, the SAS has received a time-limited right, not the platform itself. That distinction affects the value of the shares, the company’s ability to license the technology and the consequences if the founder leaves. For the wider cross-border company-formation framework, see the firm’s international business law practice.

Article 1843-3 of the Civil Code is the central reference for the performance and valuation of contributions. It deals with the transfer or making available of contributed assets, the allocation of shares and the responsibility attached to the value stated for the contribution. Read the official version of Article 1843-3 of the Civil Code before deciding whether the proposed transaction is a transfer of ownership, a right of use or a contribution of industry. A foreign founder who is unsure whether a parent-company licence can be contributed should resolve that question before fixing the French share capital, not after filing.

B. What must the foreign founder prove before the French filing?

The safest approach is to prepare a title file before a French notary, lawyer, accountant or contribution auditor begins the valuation. The file should allow a reader who has never seen the business to answer five questions: what is the asset, who owns it, what exactly is transferred, what restrictions attach to it, and how can the SAS enforce or monetise it in France and abroad?

• Identify the right. For a patent, list the application or grant number, countries, owners, inventors, renewal status, priority claims and any security or licence. For a trademark, list the mark, classes, territories, registration or application number and coexistence or consent agreements. For software, identify repositories, versions, authors, dependencies, open-source licences and deployment rights. For a domain name, identify the registrant, registrar and transfer procedure. For know-how, describe the confidential information and the measures that protect it.
• Build the chain of title. Collect founder assignments, employer or contractor agreements, acquisition agreements, intra-group transfers, board approvals and evidence of authority. If a foreign parent company owns the asset, the parent, rather than the individual founder, may be the contributor. A board resolution and a transaction document may be required under the parent’s law. If the code was produced by several developers, a single founder signature may not cure missing assignments.
• Separate ownership from licences. An exclusive licence may be valuable and may be contributed as a contractual right, but its term, territory, field of use, sublicensing power, termination triggers and change-of-control clauses must be disclosed. A non-exclusive or revocable permission normally supports a different value from an assignment. A bank, investor or buyer will test this distinction later.
• Check the transfer formalities. A patent, trademark and copyright transfer each has its own drafting requirements. The foreign founder should not use one generic sentence for all assets. The transfer should cover the right, the scope, the territory, the duration where relevant, the consideration and the warranties. It should state whether the contribution is full ownership, a licence, a usufruct or another limited right.
• Prepare foreign documents for France. Corporate certificates, registry extracts, powers of attorney and resolutions may need an apostille or legalisation, depending on the country and document. A French translation by an appropriately qualified translator may be required for the filing or for the auditor’s work. The original language can remain in the working file, but the French company should be able to produce an intelligible, signed and dated version.
• Plan registry evidence. After completion, the transfer of a French patent or trademark should be recorded in the relevant INPI register when the applicable procedure requires or makes that record useful. Foreign rights may need recordal in their home or regional register. Registration at the French company register proves corporate registration; it does not replace the IP register’s record of ownership.

Copyright is a frequent failure point because the assignment must be specific. Article L131-3 of the Intellectual Property Code provides: La transmission des droits de l’auteur est subordonnée à la condition que chacun des droits cédés fasse l’objet d’une mention distincte dans l’acte de cession et que le domaine d’exploitation des droits cédés soit délimité quant à son étendue et à sa destination, quant au lieu et quant à la durée. The official text of Article L131-3 means that “all rights” is not a reliable substitute for a schedule of rights and exploitation conditions. The contribution deed should be drafted so that the SAS can demonstrate what it may do with the work after the founder has received shares.

Patents and trademarks also require right-specific drafting. Article L613-8 of the Intellectual Property Code recognises that patent rights may be transferred in whole or in part and requires the applicable transfer to be recorded in writing. The official text of Article L613-8 should be checked for the patent, application and licence structure. Article L714-1 addresses trademark transfers, including partial transfers and the writing requirement. The official text of Article L714-1 is particularly important when a foreign founder contributes a brand that is registered in several territories or is subject to a coexistence agreement.

The corporate filing uses a different vocabulary. The Guichet unique is the single electronic portal for business formalities. The RNE, or Registre national des entreprises (National Business Register), centralises business registration data. The RCS, or registre du commerce et des sociétés (Trade and Companies Register), is the commercial register relevant to the company. A Kbis is the official extract showing a company’s registration details. The greffe is the court registry that handles the commercial register’s judicial functions. These terms describe different layers of the process: a Kbis does not prove that every patent or copyright assignment in the company’s file is valid.

The official Service-Public guide to company registration formalities and the official Guichet unique portal should be used for the current filing route. The INPI also provides the official institutional entry point for industrial property information at inpi.fr. The foreign founder should preserve the submission receipt, rejected-file notices, corrected versions, report and final statutes. Those documents can matter if the asset’s status is challenged after registration.

II. How should the contribution be valued, approved and defended?

A. When is a commissaire aux apports required, and what does the report change?

A French SAS can be formed by one or more persons. Article L227-1 of the Commercial Code states: Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport. The official version of Article L227-1 also contains the SAS rules on contributions in kind, the possible unanimous waiver of an auditor in limited circumstances and the five-year liability attached to the value attributed to contributions. The fact that an SAS can have a sole founder does not remove the need to document a non-cash contribution.

At incorporation, the future shareholders may be able to waive the appointment of a commissaire aux apports only if the statutory cumulative conditions are met. In practical terms, no individual contribution in kind may exceed EUR 30,000 and the total value of contributions in kind may not exceed half of the share capital. The threshold is not an automatic permission to use a founder’s own estimate: the waiver must be taken in the legally required manner and the contributors remain exposed if the asset is overstated or does not belong to the company. The EUR 30,000 ceiling appears in Article D227-3 of the Commercial Code.

Where the waiver is unavailable, the contribution auditor is appointed by the associates unanimously or, in the circumstances provided by law, through the court. Article L225-8 sets out the auditor’s assessment and report framework; the official text of Article L225-8 should be read with the SAS provisions. For a capital increase by contribution in kind, Article L225-147 addresses the auditor’s report and the approval of the contribution. The official text of Article L225-147 is the starting point for an existing SAS that will issue new shares to a foreign contributor.

The report does not transfer title. It gives the corporate decision-makers and third parties an independent assessment of the value and of the conditions of the contribution. The statutes and contribution deed must still describe the asset, the contributor’s warranties and the shares issued. Article L225-14 requires the relevant valuation information to be reflected in the constitutional documents; the official text of Article L225-14 should be checked for the applicable operation. The company should attach the report to the file and preserve the version approved by the shareholders.

Independence is not a box to tick after the report is signed. On 28 May 2026, the Commercial Chamber of the Cour de cassation ruled in Case No. 25-13.211 that the functions of a contribution auditor are, on pain of nullity, incompatible with an activity or act affecting independence. The court stated: les fonctions de commissaire aux apports sont, à peine de nullité des délibérations prises au vu de son rapport, incompatibles avec toute activité ou tout acte de nature à porter atteinte à son indépendance à l’égard de l’une des parties à l’opération d’apport ou d’une personne qui la contrôle ou qu’elle contrôle. The official decision, Commercial Chamber, 28 May 2026, No. 25-13.211, concerned an auditor who had previously carried out an accounting assignment for the company whose securities were contributed. The report and the appointment letter were affected. A foreign founder should disclose prior accounting, valuation, advisory or intra-group work when choosing the auditor.

Valuation should be built from evidence rather than from the amount of capital the founder wants to display. Depending on the asset, the file may include comparable licences, royalty rates, discounted cash flows, development cost, replacement cost, market evidence, remaining legal protection, customer concentration, regulatory risk, technical debt, renewal cost and enforceability. The valuation date and exchange-rate source should be stated. If the asset is subject to a foreign licence, pledge, security interest, prior assignment, exclusivity promise or change-of-control clause, the valuation should reflect the restriction. A EUR 500,000 patent encumbered by a perpetual exclusive licence to a third party is not equivalent to an unencumbered patent available to the French SAS.

For software, valuation should separate the code that the SAS owns, the code it may use under open-source terms, third-party libraries, hosted services, data rights and the commercial contracts that generate revenue. For a trademark, the team should test whether the mark can be transferred without breaching a coexistence agreement or confusing an existing group brand. For a patent, the team should confirm renewal payments, inventorship, priority and freedom-to-operate assumptions. For a portfolio of customer contracts or know-how, assignability and confidentiality may be more important than the headline revenue multiple.

Approval also needs a clean corporate record. The decision should identify the contributor, the asset, the value, the number and nominal value of the shares, any issue premium, the auditor’s report, the conditions precedent and the authority given for filing and registration. The SAS statutes determine how collective decisions are taken, within the limits of Article L227-9 of the Commercial Code. The official text of Article L227-9 should be checked before using an informal email approval. A foreign parent may need a board or shareholder resolution under its own law as well as a French shareholder decision.

B. What are the consequences of overvaluation, an incomplete transfer or a defective filing?

The risk is not limited to a rejected Guichet unique submission. If the value attributed to the asset is too high, the published share capital may give creditors and investors a misleading picture of the company’s financial base. If the asset was never validly transferred, the SAS may issue shares while lacking the right it needs to trade. If the auditor was not independent, the corporate resolutions may be challenged. If the filing is incomplete, the company may have to correct its register, its statutes, its IP records and its accounting at the same time.

Article L227-1 contains the five-year exposure for the associates when the required auditor was not appointed or when the value retained differs from the auditor’s proposal. The Commercial Chamber of the Cour de cassation applied the rule in its decision of 12 May 2021, No. 20-12.670, quoting the principle that les associés sont solidairement responsables pendant cinq ans, à l’égard des tiers, de la valeur attribuée aux apports en nature lors de la constitution de la société. The official decision, Commercial Chamber, 12 May 2021, No. 20-12.670, is a direct reason to keep the valuation report, the dissenting analysis and the title documents together. Five years is long enough for a lender, buyer, tax authority or commercial counterparty to rely on the stated capital.

In a capital increase, the relevant liability and approval rules must be checked for the transaction’s exact form. A shareholder who contributes an asset may receive shares and an issue premium, but the premium does not turn a defective asset into valid capital. The company should not make the contribution conditional on a future clean-up that is not legally documented. If a foreign registry transfer, inventor assignment or landlord consent is still pending, the deed should address the condition honestly and the valuation should reflect the uncertainty.

Criminal exposure can also arise in a serious case of fraudulent overvaluation. Article L242-2 of the Commercial Code covers the fraudulent attribution to an in-kind contribution of a value higher than its real value. Article L244-1 extends the relevant criminal provisions to SAS situations, subject to the statute’s conditions. The official text of Article L242-2 and the official text of Article L244-1 should be reviewed with the facts. An honest valuation error, a disputed methodology and a deliberate fabrication are not the same case, but a founder should preserve the assumptions and source material that show how the figure was reached.

The contribution auditor also has a responsibility framework. Article L821-31 addresses the interests and circumstances that can affect an auditor’s independence; the official text of Article L821-31 should be considered when the proposed auditor has advised the foreign parent, valued the asset in another matter or has another financial relationship with a party. The auditor’s report is not a substitute for the founder’s warranties, and the founder’s warranties are not a substitute for an independent report.

Case law also helps separate a collective company loss from a personal loss. In a decision of 17 June 2025, No. 23/05629, the Lyon Court of Appeal considered an action concerning an in-kind contribution involving patents and a trademark. In its reasoning, the court stated: l’action individuelle d’un créancier est irrecevable pour obtenir la réparation du préjudice collectif des créanciers, elle est recevable pour un préjudice personnel à ce créancier. The official decision of the Lyon Court of Appeal, 17 June 2025, No. 23/05629, illustrates why the legal character of the loss matters. It is not a licence to overvalue an asset; it is a reminder that a creditor or investor must identify the harm for which it seeks a remedy.

Incomplete copyright assignments create a separate operational risk. In a decision of 13 September 2023, No. 21/12304, the Paris Court of Appeal applied the writing and specificity requirements for the transfer of authors’ rights. It treated invoices and general references as insufficient where the documents did not identify the works and the conditions of exploitation with the required precision. The official decision of the Paris Court of Appeal, 13 September 2023, No. 21/12304, is a useful warning for a founder contributing a software product developed in several countries. The company should obtain a document that identifies the economic rights, works, territories, uses and duration rather than rely on a development invoice or a general employment clause.

A practical decision table helps determine the next step:

Situation	Main legal concern	Immediate action before filing
Founder owns a granted French or European patent free of security	Assignment, valuation and recordal	Prepare a specific transfer deed, obtain the register extract, value remaining protection and arrange recordal.
Foreign parent owns the software and grants the French SAS a limited licence	The SAS may not be receiving ownership; change-of-control and termination risk	Choose a contribution of the licence or an assignment deliberately, and disclose term, territory, sublicensing and termination.
Code was written by employees and contractors in several countries	Missing economic-rights assignments or conflicting employer rules	Map every contributor, collect employment and contractor documents, and resolve gaps before valuation.
Trademark is registered in several territories under different group entities	Wrong contributor, partial transfer or coexistence restriction	Reconcile ownership and classes, obtain corporate approvals and prepare the relevant registry filings.
Several assets are each below EUR 30,000 but together exceed half of the share capital	The cumulative waiver condition is not met	Appoint a contribution auditor and document the aggregate calculation.
Contribution auditor previously advised the contributing parent	Independence and possible nullity of resolutions	Disclose the prior engagement and obtain an independent appointment or a documented legal analysis before the report.

Before the foreign founder authorises the filing, the following checklist should be complete:

1. Describe each asset in an annex with identifiers, owners, territories, duration, restrictions and supporting registers.
2. Prove the chain of title from creator or original owner to the contributor and from the contributor to the French SAS.
3. Check employment, contractor, founder, parent-company, security, licence, confidentiality, change-of-control and insolvency documents.
4. Draft a right-specific contribution deed, including warranties, delivery, recordal, enforcement and the treatment of improvements and future versions.
5. Choose and appoint an independent commissaire aux apports when the waiver is unavailable or commercially unsafe; provide the complete source file.
6. Set the valuation date, foreign-exchange method, assumptions, encumbrances, tax treatment and issue-price allocation, and preserve the working papers.
7. Approve the transaction under the SAS statutes and the foreign contributor’s corporate law, then finalise the statutes and the report.
8. File through the Guichet unique, retain the receipt and corrections, obtain the RNE/RCS evidence and record the IP transfer in the relevant register.
9. After registration, check that the French SAS can actually use, license, renew and defend the contributed right, and correct any mismatch immediately.

This sequence also protects the company’s first financing round. Investors will ask whether the founder owns the code, whether the patent can be enforced, whether the trademark can be used in France, whether a parent can terminate the licence and whether the stated capital survives a challenge. A well-structured contribution answers those questions before money is committed. It also prevents the company from confusing its Kbis with proof of IP ownership: the Kbis identifies the company, while the contribution deed and the relevant IP register evidence the rights that the company says it owns.

Conclusion

A foreign founder can contribute IP or other assets to a French SAS, but the transaction should be treated as a cross-border transfer, a valuation exercise and a corporate filing at the same time. The essential work comes before the Guichet unique submission: identify the exact right, prove the chain of title, draft a specific assignment or licence, check foreign formalities, appoint an independent contribution auditor when required, document the valuation and approve the issue of shares under the SAS statutes. The five-year third-party liability rule and the possibility of challenge make an unsupported headline valuation a poor substitute for a defensible file.

The strongest file allows the French company to use and defend the asset after incorporation, not merely to display a larger Kbis capital figure. It also anticipates the next event: a bank due-diligence request, a funding round, a founder departure, a tax review, a licence termination, a patent renewal or a sale of the business. If the asset comes from a foreign parent or was created by a distributed team, the title and authority checks should be completed before the shares are issued.