You live in London, New York, Dubai or Singapore and France is your next market. A distributor is ready in Lyon, a client in Paris asks for a French invoice with French VAT, or you simply want a European base with credibility in the eurozone. The first question your French lawyer will ask sounds simple: SAS, SARL or SASU? Behind those three acronyms hides a decision that shapes everything that follows — how much capital you must lock in a bank, who can run the company while you stay abroad, what social charges you pay on your own pay, how profits are taxed, and how your first hire in France will read your company. Get the vehicle wrong and you pay for years: a manager status that doubles your social bill, articles of association that block a clean exit, or a capital structure that freezes your cash. This guide walks through the choice in practical order. First, how to pick between the SAS (société par actions simplifiée, the flexible joint-stock company), the SARL (société à responsabilité limitée, the limited liability company) and the SASU (société par actions simplifiée unipersonnelle, the one-person SAS) when you live overseas, what each route costs and how registration works from abroad. Second, how to run the company once the Kbis arrives — that is the official certificate of existence issued by the greffe, the clerk’s office of the commercial court — with the right director status, the right tax position and a compliant first hire. Every key rule below comes with its official text, and every French acronym is explained as you meet it.
I. How to Choose Between SAS, SARL and SASU When You Live Abroad: Costs, Capital and Registration From Overseas
French law starts from a single definition of what a company is, and that definition already tells you why the choice of vehicle matters. The Civil Code provides: “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.” That rule comes from Article 1832 of the Civil Code. A company is a contract to pool resources for a shared economic purpose, and the founders write that contract in the articles of association, the statuts. In a SARL the law writes much of that contract for you. In a SAS you write almost all of it yourself. For a founder living abroad, that difference in freedom is the whole story, because distance makes rigid default rules either a welcome safety net or an expensive cage. Founders who read our overview of setting up a company in France as a foreign founder already know the registration sequence; this article answers the prior question, which vehicle to register in the first place.
A. SAS, SARL or SASU: Which Vehicle Foreign Founders Actually Choose and Why
The SARL is the historic French small-business company. The Commercial Code defines it in one sentence: “La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports.” That rule comes from Article L.223-1 of the Commercial Code, and the second half of the same article adds that when there is only one person, that person is called the associé unique, the sole shareholder — the company is then nicknamed EURL (entreprise unipersonnelle à responsabilité limitée). Your liability as shareholder is capped at what you put in, which reassures every foreign investor. The price of that protection is rigidity: transfers of shares to outsiders require the approval of the other shareholders, the agrément procedure, management belongs by law to a gérant, a manager who must be an individual, and many operating rules are fixed by statute rather than by your contract. For a family business or a single-owner operating company with no plan to bring in investors, that rigidity is comfortable. For a startup that will raise funds, grant stock options or welcome an American or British co-founder in eighteen months, it becomes a burden, because every new entrant must pass through the approval lock and the share structure knows only one class of parts sociales, the SARL units, with strictly proportional voting.
The SAS was created precisely to escape that rigidity. The Commercial Code mirrors the SARL definition almost word for word: “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” That rule comes from Article L.227-1 of the Commercial Code, which continues: when the company has only one person, that person is called the associé unique and the company is called a SASU. Liability is capped exactly as in a SARL, so the safety for your personal assets is identical. Everything else is contractual freedom. You decide in the statuts how decisions are taken, who can veto what, how shares move, whether some shares carry multiple votes or no votes, how a foreign parent appoints and removes the leadership, and what happens when a co-founder leaves. That freedom explains why more than two-thirds of new French companies with outside investors are now SAS vehicles: an American venture fund understands preferred shares and drag-along clauses in a SAS agreement far better than the rigid parts sociales of a SARL. The one hard limit is public markets. The Code states: “La société par actions simplifiée ne peut procéder à une offre au public de titres financiers ou à l’admission aux négociations sur un marché réglementé de ses actions.” That rule comes from Article L.227-2 of the Commercial Code. A SAS cannot list its shares while staying a SAS; conversion to a société anonyme comes first. For a foreign founder planning a Paris listing one day, the path is SAS first, conversion later, not SARL.
The SASU deserves a paragraph of its own because it is the default answer for a solo foreign founder. Legally it is not a separate company type at all: it is a SAS with a single shareholder, yourself or your foreign holding company, and you exercise alone all the powers that the law gives to shareholders collectively. You can be the sole shareholder and the président, the president, at the same time, sign everything yourself, and later admit a partner by simply transferring part of your shares, at which point the SASU silently becomes an ordinary multi-shareholder SAS with no conversion procedure. Compare that with the lonely SARL, the EURL: there too you decide alone, but the day you admit a second shareholder you inherit the full SARL approval machinery for every future transfer. Foreign groups opening a French subsidiary overwhelmingly pick the SASU for the same reason: the overseas board keeps total control through shares it can reshape at will, issues different share classes for different group entities, and documents everything in English-language side agreements mirrored into French statuts. One practical warning shared by all three vehicles: shares and units must actually be paid for. In a SARL the Code is blunt: “Les parts sociales doivent être souscrites en totalité par les associés.” That rule comes from Article L.223-7 of the Commercial Code, which adds that cash contributions must be paid up immediately for at least one-fifth of their amount, the balance within five years on the manager’s call. In a SAS the cash rule is stricter — half of the cash shares on day one, the rest within five years — and contributions in kind above legal thresholds need an independent valuation auditor, the commissaire aux apports. Promise capital you cannot wire and the company starts life under-capitalised, which is the fastest route to the half-capital trap described below.
B. What Formation Costs and How Registration Works From Abroad: Capital Deposit, the INPI Single Window and the Kbis
Formation costs in France are modest; blocked cash and rejected filings are the real expense. Budget in practice: drafting of statuts and shareholder pact by counsel, a few hundred euros of legal-publication fees for the mandatory notice in a legal gazette, the journal d’annonces légales, registry fees at the greffe, and the share-capital deposit itself, which is not a fee — it becomes the company’s money once registered. The minimum capital is one euro in both SAS and SARL, but a one-euro company owned from abroad sends a poor signal to banks, landlords and the commercial court, and it pushes the company toward the half-capital procedure within months if the first year trades at a loss. Foreign founders typically deposit between 1,000 and 10,000 euros for a services SASU and more for regulated or stock-carrying businesses. The deposit goes to a French bank, a notary or the Caisse des dépôts, which issues the capital-deposit certificate, the certificat de dépôt des fonds. Banks applying anti-money-laundering checks to non-resident shareholders sometimes freeze this step for weeks: prepare a certified passport, proof of address with translation, the source-of-funds trail, and the draft statuts before you fly or file remotely. If a bank refuses the deposit outright, French law gives you a fallback through the Caisse des dépôts, and a separate emergency route, the Banque de France right-to-account procedure, the droit au compte, exists once the company is registered and needs a running account.
Registration itself runs through a single portal, the Guichet unique operated by the INPI, the French intellectual-property and companies institute. You file online: the statuts, the capital-deposit certificate, the legal-gazette notice, the beneficial-owner declaration — the registre des bénéficiaires effectifs, which names every individual ultimately owning more than 25 percent — ID documents, the registered-office proof (a lease, a domiciliation contract with an approved provider, or your French address), and the director’s clean-record declaration. The greffe checks the file and issues the Kbis, the company ID card showing the SIREN number (the nine-digit company identifier issued by INSEE), the activity code, the capital, the directors and the registered office. Publication follows in the BODACC (Bulletin officiel des annonces civiles et commerciales), the official gazette where third parties can verify your company’s existence. From abroad, the three classic rejection causes are a vague business purpose, the objet social, copied from another country and unacceptable to the registry; an occupancy proof missing the mandatory domiciliation wording; and a beneficial-owner form that omits an intermediate holding layer in Delaware, England or the Emirates. Each rejection costs ten to fifteen days. File complete once rather than fast and twice: ask the domiciliation provider for the INPI-compliant certificate, write the objet social broad enough to cover your next two years of business, and attach a group chart showing every layer between you and the French company. Days after the Kbis arrives, the funds are released to the company’s running account, the SIRET number (the fourteen-digit establishment identifier, SIREN plus five digits per premises) follows, and the company can invoice. Keep the Kbis less than three months old at all times in your files: banks, notaries and French administrations systematically demand a fresh one, and ordering it takes minutes from the greffe or the INPI portal.
II. How to Run Your French Company From Abroad: Directors, Social Charges, Tax and Your First Hire
The Kbis on your desk does not run the business for you. Someone must sign contracts, hire, file tax returns and answer the social-security agency URSSAF (Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the body that collects employer and employee contributions). When you live overseas, the design of that leadership — who holds which title, where they pay social charges, and how they can be removed — matters more than in a purely domestic company, because every board trip costs a flight and every misunderstanding costs a month. French law gives the SAS and the SARL opposite philosophies here too: total contractual freedom on one side, protective default rules on the other. The tax system then treats both vehicles almost identically by default, which surprises many foreign founders who expect the SAS to be taxed like a partnership or the SARL like a branch. Understanding the two layers separately — social leadership first, tax second — is the key to keeping the annual cost predictable.
A. Who Runs the Company and What It Costs You Personally: President, Manager, Assimilated Employee and Self-Employed Status
In a SAS, one person is mandatory and sufficient: the président. The Code provides: “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts.” That rule comes from Article L.227-6 of the Commercial Code, which continues: “Le président est investi des pouvoirs les plus étendus pour agir en toute circonstance au nom de la société dans la limite de l’objet social.” In plain terms, the president alone binds the company toward banks, suppliers and courts, even beyond the stated business purpose unless the third party knew of the excess. Your statuts can add a general manager, the directeur général, deputy managers, a supervisory board or veto rights for the foreign parent on large contracts — and for a founder abroad, that custom architecture is gold. You can stay president yourself and give a Paris-based general manager day-to-day signing power capped at a threshold, or stay a pure shareholder and appoint a trusted president in France while keeping removal rights. But freedom demands drafting discipline, as the Court of Cassation recalled on 9 July 2025 in case number 24-10.428 (société Ile-de-France démolition, Cour de cassation, chambre commerciale, 9 juillet 2025, pourvoi n° 24-10.428): the company’s articles stated that “le directeur général peut être révoqué à tout moment et sans qu’un juste motif soit nécessaire, par décision du président.” The shareholders later appointed a general manager with different removal protections voted unanimously at a meeting but never written into the articles. The Court quashed the appeal ruling and held: “Il résulte de ces textes que les statuts de la société par actions simplifiée fixent les conditions dans lesquelles celle-ci est dirigée, notamment les modalités de révocation de ses dirigeants.” And it added the sentence every foreign parent should pin to its board pack: “Si une décision des associés peut compléter les statuts sur ce point, elle ne peut y déroger, quand bien même aurait-elle été prise à l’unanimité.” A side letter or meeting minute cannot override the statuts on removal. If you want protection or flexibility for your manager, write it into the articles themselves, in French, before the dispute.
In a SARL the architecture is fixed by law. The Code states: “La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques.” That rule comes from Article L.223-18 of the Commercial Code: the gérant must be an individual, never a company, appointed by the shareholders, and in dealings with third parties the manager holds the same sweeping powers as the SAS president. Removal is asymmetric and dangerous for the unwary: a majority of shareholders can dismiss the manager at any time, but damages are owed if the dismissal comes without juste motif, a lawful reason, unless the statuts allow removal without cause. The Court of Cassation polices the boundary between lawful removal and abusive brutality case by case, and foreign majorities that fly in, vote a dismissal in five minutes and leave have repeatedly paid damages for vexatious circumstances. For a founder living abroad who is also the manager, the SARL rulebook offers less protection against your own co-shareholders than a well-drafted SAS statuts: in the SAS you can require supermajorities, notice periods, severance formulas and arbitration; in the SARL you live with the statutory default.
The cost difference that really moves the needle is social protection, not filing fees. A paid president of a SAS belongs to the general social-security scheme as an assimilé salarié, a person treated like an employee for social-security purposes without being one under labour law. The legal anchor is Article L.311-3 of the Social Security Code, whose paragraph 23 covers “Les présidents et dirigeants des sociétés par actions simplifiées et des sociétés d’exercice libéral par actions simplifiées”. Concretely, the SAS president pays roughly 40 to 45 percent in combined employer and employee charges on net pay, builds rights in the general pension scheme, and costs the company more per euro of salary — but draws no unemployment insurance as a director and must organise his own income protection. A majority manager of a SARL, the gérant majoritaire, belongs instead to the self-employed scheme, the former RSI now managed within the general system for independents. The contribution base is set by Article L.131-6 of the Social Security Code: “Les cotisations de sécurité sociale dues par les travailleurs indépendants non agricoles ne relevant pas du dispositif prévu à l’article L. 613-7 sont assises sur l’assiette définie à l’article L. 136-3.” Rates are lower — around 30 to 40 percent depending on income bands — but health daily allowances, pension accrual and family benefits are thinner, and the manager pays provisional contributions calculated on the prior year’s income, with painful catch-ups in year two. A minority or non-shareholder SARL manager flips back to assimilé salarié, which surprises founders who assumed every SARL manager was self-employed. Two cross-border traps follow. First, a director who stays tax-resident in the United States, the United Kingdom or the Gulf while drawing French pay can face dual affiliation: France taxes the French-source salary and claims social charges, while the home country claims its own, with only bilateral social-security agreements or EU coordination rules offering totalisation relief — check the agreement before setting the salary, not after URSSAF sends the first assessment. Second, an unpaid president or manager still owes minimum flat-rate self-employed contributions in some years and must file even at zero pay; silence is fined. Run the numbers with a French accountant on three scenarios — full salary, mixed salary and dividends, dividends only — before choosing SAS or SARL, because the vehicle that looked cheaper at formation can cost 15,000 euros more per year in charges at a 60,000-euro pay level.
B. How Tax, VAT and Payroll Work Once the Kbis Arrives: Corporate Tax, Dividends and Your First French Hire
Corporate tax, the impôt sur les sociétés, applies by default to both SAS and SARL at the same standard rate of 25 percent, with a reduced 15 percent on the first 42,500 euros of profit for qualifying small companies. The legal basis is Article 206 of the General Tax Code, which lists the companies liable: “Sous réserve des dispositions des articles 8 ter , 239 bis AA , 239 bis AB et 1655 ter , sont passibles de l’impôt sur les sociétés, quel que soit leur objet, les sociétés anonymes, les sociétés en commandite par actions, les sociétés à responsabilité limitée n’ayant pas opté pour le régime fiscal des sociétés de personnes dans les conditions prévues au IV de l’article 3 du décret n° 55-594 du 20 mai 1955 modifié”. New SAS and SARL vehicles can elect partnership-style transparency for five years under strict small-business conditions, which lets a loss-making first year flow back to founders — useful when the foreign parent can absorb French losses at home, dangerous when it cannot. Do not confuse that election with the branch alternative: a French subsidiary, whether SAS or SARL, is a separate French taxpayer filing its own return each year, while a branch, the succursale, is the same foreign company acting in France and filing here on its French-source profit. Dividends from your subsidiary follow the annual ritual. The Code provides: “Après approbation des comptes annuels et constatation de l’existence de sommes distribuables, l’assemblée générale détermine la part attribuée aux associés sous forme de dividendes.” That rule comes from Article L.232-12 of the Commercial Code. Only real, available profits can be distributed; paying fictitious dividends is a criminal offence for the manager, and the auditor, the commissaire aux comptes, watches this line. Cross-border dividends then suffer French withholding tax, the retenue à la source, at 25 percent before treaty relief — typically 15 or 5 percent under France’s treaties with the United States, the United Kingdom, Singapore or the Emirates, claimed through the Form 5000 series via your home tax office, or full exemption for a qualifying EU parent under the Parent-Subsidiary regime. Salary versus dividends is therefore an annual calculation with your accountant: salary is deductible for the company but heavily charged, dividends are not deductible but may travel home cheaply under a treaty, and mixing both usually beats either extreme.
Losses trigger a procedure foreign owners discover too late. The Code warns: “Si, du fait de pertes constatées dans les documents comptables, les capitaux propres de la société deviennent inférieurs à la moitié du capital social, les associés décident, dans les quatre mois qui suivent l’approbation des comptes ayant fait apparaître cette perte s’il y a lieu à dissolution anticipée de la société.” That rule comes from Article L.223-42 of the Commercial Code for the SARL, mirrored for the SAS, and it bites hard in year one when setup costs exceed revenue: equity falls below half the capital, the shareholders must vote within four months of approving the loss-making accounts whether to dissolve or continue, publish the decision, and recapitalise or reduce capital within two years if they continue. Miss the vote and any interested party can ask a court to dissolve the company; miss the publication and directors face personal exposure in a later insolvency. A thin one-euro or 1,000-euro capital makes this trap almost automatic after a slow first year, which is why experienced counsel tells foreign founders to capitalise for eighteen months of burn, not six. VAT, the taxe sur la valeur ajoutée, follows: France grants a franchise, the franchise en base de TVA, below roughly 37,500 euros of services revenue or 85,000 euros of goods sales, letting a testing subsidiary invoice without VAT — but also without recovering VAT on its French expenses, a poor trade once you fit out an office. Above the thresholds the company charges 20 percent French VAT, files returns through its online tax account, and reclaims input VAT; EU-wide sales add Intrastat and ECS declarations, and imports use the reverse-charge mechanism with mandatory customs registration. Register for VAT early when heavy French setup spending carries recoverable VAT, stay in franchise only while testing with minimal costs, and never confuse the VAT number with the SIRET: the first comes from the tax office after registration, the second from INSEE at birth.
Your first hire in France is where foreign habits break most visibly, because French labour law has no at-will employment. Every hire starts with the DPAE (déclaration préalable à l’embauche, the pre-hiring declaration filed with URSSAF before the employee’s first morning), enrolment in the general pension and complementary pension schemes, a compliant written contract — open-ended CDI (contrat à durée indéterminée) as the default, fixed-term CDD (contrat à durée déterminée) only for exhaustively listed temporary cases — a medical-information visit, and since 2016 a company-funded top-up health cover, the mutuelle, plus payslips through certified French payroll software with monthly DSN reporting (the déclaration sociale nominative, the single monthly payroll return). Trial periods, the période d’essai, must be written into the contract and the applicable collective agreement, the convention collective, often extends them or shortens them against the employer’s expectation; notice periods and severance minima, including the Macron-scale floor and ceiling applied by the labour court, the conseil de prud’hommes, come from that same agreement more often than from the Labour Code itself. Budget the full cost before promising a net salary: at a 35,000-euro gross hire, employer charges add roughly 40 percent, the mutuelle and transport contribution stack on top, and dismissal even in year one requires a real and serious cause documented through warnings or a negotiated mutual separation, the rupture conventionnelle, homologated by the administration. Founders choosing between an employee, a commercial agent (the agent commercial, an independent intermediary with a statutory clientele indemnity) and a distributor should decide before the first signature, because reclassifying a contractor as an employee later brings URSSAF reassessment plus prud’hommes back-pay. The official employer checklists on service-public.fr for hiring steps, the INPI single-window guidance on inpi.fr, and the English-language VAT and corporate-tax pages on impots.gouv.fr give the current thresholds and forms; confirm every figure there before signing, because thresholds move each Finance Act.
Conclusion
For a founder living abroad, the SAS is usually the better chassis and the SARL the better default rulebook. Choose the SAS or SASU when investors, share classes, a foreign parent’s veto rights or a tailor-made removal clause matter, and accept the price: you must write good statuts yourself, because the Court of Cassation enforces them literally and no side minute will save a missing clause. Choose the SARL or EURL when the business is family-held, the shareholder circle is stable, and statutory approval locks feel like protection rather than friction. In both cases, capitalise for the real first eighteen months so Article L.223-42 never wakes up, deposit clean funds early to survive bank checks, file a complete INPI dossier once, set the director’s pay only after comparing assimilé salarié and self-employed charges across borders, and treat dividends, withholding relief and the first CDI hire as calendar items with counsel rather than year-end surprises. The Kbis is the starting line, not the finish: the filings at the greffe, the BODACC notices, the URSSAF declarations and the treaty forms are the traces that let a company run from Paris while its owner sleeps in another time zone. Build them once, review them every year, and France becomes a market rather than a maze.
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