You live in London, New York, Dubai or Singapore and you want to sell, hire or invoice in France. The first question your French contacts will ask is simple: SAS or SARL? The answer shapes everything that follows — who can sign, how you pay yourself, what social charges you owe, how you bring in an investor, and how you leave. This guide compares the two vehicles from the exact position of a foreign founder who lives abroad, with the official texts, the real calendar, and the mistakes our firm sees every month.
Two words before we start. A SAS (société par actions simplifiée) is a simplified joint-stock company, flexible and investor-friendly. A SARL (société à responsabilité limitée) is a limited liability company with a stricter statutory frame, close to the German GmbH or the British private company limited by shares in spirit. Each has a one-person version: the SASU (société par actions simplifiée unipersonnelle) and the EURL (entreprise unipersonnelle à responsabilité limitée). Everything below applies to them unless stated otherwise. All acronyms are explained as we go: RCS (registre du commerce et des sociétés, the commercial register), Kbis (the official registration certificate that proves your company exists), greffe (the registry office of the commercial court), INPI (Institut national de la propriété industrielle, which runs the single online filing portal called the guichet unique), URSSAF (the agency collecting social contributions), BODACC (Bulletin officiel des annonces civiles et commerciales, the gazette where creations are published), SIREN (the nine-digit company ID issued by INSEE), DGFIP (the tax administration), and CFE (cotisation foncière des entreprises, the local business tax).
Our companion walkthrough covers the mechanics of creation step by step — capital deposit, bank account, Kbis, VAT number and first hire — and you should read it alongside this comparison: Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire. This article answers the prior question: which form do you put on that filing?
I. What SAS and SARL Actually Mean for a Foreign Founder Who Lives Abroad
A. How do you create a SAS or SARL from abroad and limit your liability?
In both forms your personal exposure is limited to your contributions. The Commercial Code states for the SAS: “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” Read the full text on Article L227-1 of the Commercial Code on Légifrance. For the SARL the mirror rule reads: “La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports.” See Article L223-1 of the Commercial Code on Légifrance. One person is enough in both cases: the lone founder is called the associé unique, and that single member exercises the powers of the full meeting of members.
Limited liability is real but never absolute, and foreign founders misunderstand this point more than any other. Banks will ask you, as a non-resident founder with no French track record, for a personal guarantee (cautionnement) before granting an overdraft or a lease. Tax and social creditors can pursue a director who committed management faults contributing to a shortfall of assets (responsabilité pour insuffisance d’actif). Criminal exposure for undeclared work or fraud follows the individual, not the corporate veil. The form you choose caps your shareholder risk; it does not exempt the director you appoint — possibly yourself — from the duties attached to running the company from abroad.
Creation itself follows the same single portal for both forms. Since 1 January 2023 every creation, modification and closure in France goes through the guichet unique run by the INPI, which forwards the file to the greffe of the competent commercial court for entry in the RCS. The file contains the articles of association (statuts), the proof of the registered office (domiciliation or lease), the identity and integrity documents of the director, the list of beneficial owners (registre des bénéficiaires effectifs, known as RBE), and the certificate of deposit of the share capital issued by a bank, a notary or the Caisse des dépôts. A foreign founder can sign with a power of attorney and a certified translation of identity documents; there is no nationality requirement for being a shareholder of a SAS or SARL, and no prior residence permit is needed to hold shares. Managing the company from abroad as a non-resident director is lawful in most cases, but the visa, tax residence and social security consequences of that role are examined in Part II below.
The minimum capital is one euro in both forms, which surprises many Anglo-American founders used to authorised capital concepts. One euro is lawful and almost always a mistake. The greffe will register you, but suppliers, landlords and banks read the capital as a signal, and several regulated filings and residence strategies look at real financial substance. Foreign founders typically deposit between 1,000 and 10,000 euros for a service company and more for any activity requiring stock, staff or a lease. The capital must be deposited before signature of the statuts and is frozen until the Kbis is issued; half of cash contributions can remain unpaid at creation in a SARL with the balance due within five years, while a SAS requires at least half paid up at creation with the same five-year balance rule for the remainder. Contributions in kind (a laptop fleet, software, a vehicle) above certain thresholds require a report by an auditor of contributions (commissaire aux apports), and the unanimous decision of future members to waive that report is framed by Article L227-1 of the Commercial Code on Légifrance for the SAS.
The deepest difference at creation is freedom versus frame. In a SAS, “Les statuts fixent les conditions dans lesquelles la société est dirigée.” That is the exact wording of Article L227-5 of the Commercial Code on Légifrance: the articles decide how the company is managed. You can create a president, one or several general managers (directeurs généraux), a board, committees, veto rights, reinforced majorities, and bespoke decision procedures. In a SARL, management belongs by statute to one or more gérants, who must be natural persons: “La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques.” See Article L223-18 of the Commercial Code on Légifrance. Collective decisions in a SARL follow statutory consultation rules — “Les décisions sont prises en assemblée.” under Article L223-27 of the Commercial Code on Légifrance — with written consultation possible only as the articles allow. Concretely: a solo foreign founder who wants simple, cheap statuts and a standard frame often finds the SARL comfortable; two or more founders with unequal money, unequal work, vesting, or a future investor find the SAS indispensable, because only the SAS lets them write those mechanics into the articles themselves rather than into side agreements a French court may read narrowly.
Three practical consequences follow for founders living abroad. First, representation. A SAS is represented toward third parties by its president: “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts.” See Article L227-6 of the Commercial Code on Légifrance. A SARL is represented by its gérant or gérants. Whoever appears on the Kbis can bind the company, open the bank account, sign the lease and hire. If you live in another time zone, name the right person and register delegations of powers (délégations de pouvoirs) that French counterparties understand. Second, language. Statuts may be drafted bilingually, but only the French version governs before the greffe, the bank and the courts; have the English translation marked as a courtesy copy. Third, timing. Count two to six weeks from complete file to Kbis for a clean foreign file, longer if the bank delays the capital certificate or the proof of address is rejected. Never sign a commercial lease or hire before the SIREN exists: without registration there is no employer, no VAT number, and no valid corporate signature.
B. How much does it cost, how long does it take, and what is the Kbis?
The Kbis deserves its own paragraph because foreign founders constantly confuse it with a tax number or a VAT number. The Kbis is the identity card of the company: legal name, form, capital, address, SIREN number, activity code (code APE), directors, and capital history, as recorded in the RCS held by the greffe. It is issued after entry in the register, it is published in substance in the BODACC, and every serious counterparty — bank, landlord, supplier, URSSAF, DGFIP — will ask for a Kbis less than three months old. The SIREN is attributed by INSEE at registration; the intra-Community VAT number (numéro de TVA intracommunautaire, format FR + two digits + SIREN) is attributed by the tax office (service des impôts des entreprises, SIE) after the file reaches the DGFIP, sometimes days or weeks after the Kbis. You can exist without a VAT number; you cannot trade seriously without a Kbis.
Total creation cost for a standard file in 2026 runs roughly as follows. Greffe and BODACC fees plus the INPI portal fee: around 60 to 120 euros depending on form and options. Legal notice of creation (annonce légale) in an authorised journal: roughly 120 to 200 euros. Domiciliation company (société de domiciliation) if you have no premises: 20 to 80 euros per month with an annual commitment. Legal fees for proper bilingual statuts: 1,000 to 3,500 euros for a SARL or single-founder SAS, 2,500 to 6,000 euros for a multi-founder SAS with vesting, leaver clauses and investor-ready mechanics. Auditor of contributions if needed: 500 to 2,000 euros. Translations and apostilles of foreign documents: 100 to 500 euros. Optional extras — trademark filing at the INPI, RBE filing fees, accounting setup — add a few hundred euros. Anyone promising a fully formed, banked, VAT-registered company for 99 euros is selling the portal fee, not the company.
Delays depend on three bottlenecks, all worse from abroad. The capital deposit certificate: French banks must verify the origin of funds and the identity of non-resident subscribers, and anti-money-laundering checks add one to three weeks; online banks and notaries holding the funds are sometimes faster. The registered office proof: domiciliation contracts must come from an agréée company (one holding a prefectoral approval), leases must match the declared activity, and hosting the company at a private Paris flat you do not own is rejected. The completeness of the file: the guichet unique issues rejection notes (rejets) for mismatched names, missing RBE declarations, unsigned beneficial-owner forms, or a director’s criminal-record declaration incorrectly completed. Each rejection restarts the clock by days. A realistic foreign-founder calendar is: week one, statuts and office; weeks two to three, capital certificate; week three to four, filing and corrections; week four to six, Kbis then VAT number. Our step-by-step creation guide details each document: Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire.
Which form is faster or cheaper to create? Neither, materially. Filing fees differ by a few dozen euros and the portal is identical. The cost gap comes later: a tailored SAS costs more in legal fees at creation and saves money at every future step — investor entry, manager incentives, share transfers — while a bare-bones SARL costs less now and can cost more when you need mechanics its statute does not provide. If you know you will raise funds, distribute roles unequally, or grant equity to a French hire within two years, paying for the SAS now is the cheaper decision. If you are alone, selling services, with no investor on the horizon, the SARL or its one-person EURL form is perfectly respectable and slightly simpler to run, as Part II shows.
A final creation trap specific to foreigners: the establishment question. Registering a French SAS or SARL subsidiary is not the same as registering a branch (succursale) of your foreign company, and neither equals merely having customers or a salesperson in France. A subsidiary is a French person with its own Kbis, capital and liability shield. A branch has no separate legal personality: your foreign company is registered secondarily in the French RCS and remains fully liable. Having neither while your activity in France is stable and autonomous exposes you to recharacterisation as a permanent establishment (établissement stable) with corporate tax, VAT and payroll reassessments. If you already operate in France without any registration, read our analysis of that risk before choosing a form: Foreign Company Taxed in France Without Registration: Permanent Establishment, Proof and How to Challenge. Choosing SAS or SARL only makes sense once you have decided that a French company, rather than a branch or nothing, is the right vehicle.
II. How Do You Run, Pay Yourself and Exit From Abroad Without a Costly Mistake?
A. Should the director take pay or dividends, and what social charges apply?
This is where the SAS/SARL choice bites hardest, and where living abroad complicates everything. Start with the status rule. The president of a SAS (and any SAS general manager treated as such) is an assimilated employee (assimilé salarié) for social security: affiliated to the general scheme for pensions and health via URSSAF, without unemployment insurance. The legal anchor is the general affiliation mechanism of Article L311-3 of the Social Security Code on Légifrance: “Sont notamment compris parmi les personnes auxquelles s’impose l’obligation prévue à l’article L. 311-2” — the provision that pulls company directors into the general scheme. The gérant majoritaire of a SARL (holding over half the shares) is instead a self-employed worker (travailleur non salarié, TNS): affiliated to the URSSAF independent scheme with its own contribution base, daily allowances and pension rules. A minority or equal gérant of a SARL is assimilated employee like a SAS president. The price gap is large: at equal pay, the TNS route costs roughly 40 to 45 percent in charges where the assimilated-employee route costs roughly 65 to 80 percent in full employer-plus-employee charges — but the assimilated employee accrues stronger daily benefits and a different pension, and neither route gives unemployment cover to a company director as such.
Unpaid mandates change the picture but do not erase it. A president of a SAS who takes no pay owes no proportional social contributions, yet the company must still be able to prove the absence of pay if URSSAF audits: board minutes, absence of payslips, consistent DSN social declarations (déclaration sociale nominative, the monthly payroll return). URSSAF regularly reassesses foreign founders whose names sit on a Kbis while they claim to do nothing in France. If you are named on the papers and live abroad, assume your file can be tested, and read our dedicated guide: Your Name Is on Your French Company’s Papers and You Live Abroad: When URSSAF Calls You a Director. More broadly, any URSSAF audit of the French company — payroll, director status, hidden employment — follows the control and challenge procedure described here: Your French Company Is Audited by URSSAF and You Live Abroad: Control, Assessment and Challenge.
Residence abroad adds a second layer: the social security coordination rules. A director who lives in another EU or EEA state or Switzerland while working for the French company is in principle subject to a single legislation under the EU coordination regulations, often the state of residence if substantial activity is performed there, with an A1 portable document proving the applicable scheme. A director living outside the EU/EEA may fall under a bilateral social security convention or under no convention at all, meaning French affiliation plus home-country exposure, with totalisation rules varying treaty by treaty. Do not assume that paying social charges at home exempts the French mandate: only the coordination instrument or convention decides, and URSSAF applies French law by default. This is the single most expensive assumption foreign founders make, ahead even of the pay-versus-dividends question.
Pay versus dividends is the third layer, and the two forms behave differently. Remuneration of the director is deductible for the company and taxed as employment or self-employment income for the individual, with social charges on top as described. Dividends are distributions of after-tax profit: voted by the members, non-deductible, subject to the single flat-rate levy (prélèvement forfaitaire unique, PFU, 30 percent including income tax and social levies) or, on election, to the progressive income-tax scale plus social levies, with the 40 percent allowance on the income-tax portion for eligible dividends. Both SAS and SARL are in principle subject to corporate tax (impôt sur les sociétés, IS) under Article 206 of the General Tax Code on Légifrance, which lists the companies liable to IS “quel que soit leur objet” — whatever their object. Small SARLs and SASs can elect for income-tax transparency (régime des sociétés de personnes) for five years under strict conditions of age, size and ownership, which suits loss-making starts whose founders can offset early losses at home if their residence treaty allows — a point to clear with advisers in both countries before electing.
The SARL/dividend trap for TNS directors deserves emphasis. Dividends paid to a majority gérant of a SARL above 10 percent of the company’s capital-plus-premiums-plus-current-account are recharacterised in part as remuneration for social-charge purposes and hit with independent-scheme contributions. No equivalent recharacterisation applies to dividends received by a SAS president, who pays only the PFU or progressive-scale income tax plus levies. Hence the classic arbitrage: a profitable consultancy whose founder lives abroad and needs cash often prefers the SAS, where dividends stay free of social charges; a founder who needs pension quarters, daily allowances and lower headline charge rates, and who will take pay rather than dividends, may prefer the TNS economics of a majority-held SARL. There is no universal winner — model both routes over three years with your accountant, including your home-country taxation of French-source dividends and pay under the applicable double-tax treaty (convention fiscale), its withholding rates, and its tie-breaker for residence.
Non-resident dividend taxation closes the loop. France withholds tax at source on dividends paid to non-resident shareholders at the treaty rate (commonly 12.8 to 15 percent for individuals under many treaties, higher without a treaty), with the shareholder claiming a credit at home. The managing director who is also the shareholder and lives abroad must therefore track three taxes at once: French corporate tax on the profit, French withholding on the dividend, and home-country tax on the same dividend with its credit mechanics. Treaty forms (notably the 5000 series for reduction of withholding) must be filed before payment to apply the reduced rate at source; late claims go through refund procedures that take months. Your French accountant and your home-country adviser must speak to each other in year one, not at the first dividend.
B. How do you bring in a partner, sell, or close the company from abroad?
Growth is where the SAS repays its price. Transferring SAS shares (actions) is free by default: no statutory approval is required unless your articles create one, and the articles can go much further — “Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société.” That is Article L227-14 of the Commercial Code on Légifrance. Companion tools include lock-up clauses — “Les statuts de la société peuvent prévoir l’inaliénabilité des actions pour une durée n’excédant pas dix ans.” under Article L227-13 of the Commercial Code on Légifrance — forced-transfer and exclusion clauses, change-of-control clauses, and joint-exit mechanics (tag-along, drag-along) that investors expect. For a foreign founder this menu is decisive: you can give a Paris-based associate operational freedom while keeping capital control in your hands abroad, stage an investor’s entry with a shareholders’ pact (pacte d’associés) mirroring the articles, and organise vesting so a departing co-founder’s shares come back. All of it is signed remotely with powers of attorney and electronic signatures that French practice accepts for most corporate acts.
The SARL is deliberately stickier. Transfers of SARL units (parts sociales) to third parties require the consent of members holding at least half the units: “Les parts sociales ne peuvent être cédées à des tiers étrangers à la société qu’avec le consentement de la majorité des associés représentant au moins la moitié des parts sociales” under Article L223-14 of the Commercial Code on Légifrance, unless the articles demand a stronger majority. Transfers between members, to spouses or to heirs follow the articles within statutory bounds. Every transfer must be recorded in writing, notified to the company or deposited at its seat, and registered with the tax office (now largely dematerialised) before the greffe updates the file. For a solo foreign founder who will never admit anyone, this rigidity is harmless and even protective. For anyone who may admit a French partner, sell half the business, or grant equity to a key hire, it is a straitjacket: each entry requires the approval procedure, and standard investor term sheets are written for SAS shares, not SARL units. Converting later is possible — SARL into SAS by collective decision with a report on the net-asset situation — but conversion costs notary-grade legal fees, a full extraordinary procedure, and weeks of calendar. Choose the arrival form for the destination you actually target.
Governance from abroad differs just as much. In a SAS your articles can allow fully remote written decisions, video deliberations, and consultation by email with defined majorities per subject — ordinary management at simple majority, capital increases or sale of the business at two-thirds, control clauses at unanimity where the statute so requires. In a SARL the default remains the meeting, with written consultation only as organised, and several sensitive decisions demand statutory majorities that the articles cannot lower: changing the company’s nationality requires unanimity — “Les associés ne peuvent, si ce n’est à l’unanimité, changer la nationalité de la société.” under Article L223-30 of the Commercial Code on Légifrance — and capital or form changes follow their own reinforced tracks. Remote management of a SARL from abroad is entirely possible, but the paper trail must respect the statutory tracks: convocations with agenda and documents, minutes (procès-verbaux) kept at the seat, and accounts approved within six months of year-end with filing at the greffe within one to two months after approval. Our annual-calendar guide gives the full timetable and the late-filing fixes: Your French Company Has a Legal Calendar: Approve Accounts, Hold the Meeting and File From Abroad.
Hiring your first employee interacts with the form choice too. Both forms hire identically under the Labour Code: written contract, prior hiring declaration (DPAE, déclaration préalable à l’embauche), medical information visit, compliant pay slips, and DSN returns. The form matters indirectly: SAS equity tools (free-share plans, stock-options via the parent-style mechanics, BSPCE warrants for young innovative companies) let you pay a Paris hire partly in upside, while a SARL offers no equivalent native instrument and forces cash. If your plan is one senior hire in year one, read the hiring sequence here: Hire Your First Employee in France While Living Abroad: DPAE, Contract and Pay, then the overtime and proof discipline here: Your First French Employee Works Overtime While You Live Abroad: 35-Hour Week, Pay Rates and Proof.
Exit and failure follow the same portal logic as creation. Selling the shares or units is a private deed plus tax registration plus greffe update; the buyer does its own KYC on you as a non-resident seller, and any capital gain you realise may be taxable in France, at home, or both with treaty credit, depending on your residence, the size of your stake and the treaty. Transferring the registered office, changing the director, or dissolving requires the same guichet unique filings with supporting minutes. Dissolution followed by liquidation (dissolution-liquidation) then removal from the register (radiation) can be run entirely from abroad with a local liquidator and powers of attorney, as explained here: Close Your French Company From Abroad: Dissolution, Liquidation and Radiation Without Flying to France. If the company cannot pay, the director — including a non-resident one — must declare cessation of payments (déclaration de cessation des paiements, often called dépôt de bilan) within forty-five days at the competent commercial court; missing that deadline from abroad is the classic route to personal liability and management bans (interdiction de gérer).
Two disputes deserve a final warning because foreign founders meet them constantly. The blocked partner: a co-member who refuses to sign accounts, attend meetings or hand over papers can paralyse a small company, and the remedies — court-appointed agent (mandataire ad hoc), provisional administrator, expert valuation, exclusion clauses in a SAS — must be launched in France even if you live abroad, as shown here: Your Business Partner Blocks Your French Company’s Papers and You Live Abroad: Force the Papers and File From Abroad. The unpaid customer: French law gives you fast recovery tracks — formal demand, summary payment order (injonction de payer), and penalty interest — but deadlines and proof rules are strict from day one, as explained here: Your French Customer Does Not Pay and You Live Abroad: Recover the Invoice, Penalties and Orders. A SAS with well-drafted control clauses survives both shocks better than a bare SARL; that resilience is part of what you buy with the higher drafting fee.
Conclusion
For a foreign founder living abroad, the decision rule is straightforward. Choose the SAS if you will ever share power unequally, admit an investor, grant equity to a hire, or organise your exit: its articles carry vesting, approval, lock-up, exclusion and joint-exit mechanics that the SARL cannot replicate, and its dividends escape the TNS social-charge recharacterisation that hits majority SARL managers. Choose the SARL if you are alone or with trusted family, selling services for cash pay, with no investor and no equity plan on a three-year horizon: its statutory frame is cheaper to draft, its majority-manager TNS economics reward pay over dividends, and its rigidity becomes protection rather than constraint. In both cases, file through the INPI guichet unique to the greffe and the RCS, secure the Kbis before trading, register for VAT with the SIE, affiliate correctly with URSSAF under the right coordination instrument, approve and file your accounts every year, and keep every decision in French minutes at the seat. Do that, and the form you chose becomes what it should be: a quiet engine under a business run confidently from abroad.
Official starting points in English and French: the service-public.fr guide to creating a SAS, the service-public.fr guide to creating a SARL, the INPI guichet unique portal for business formalities, the impots.gouv.fr professional tax area, and the URSSAF portal for social contributions.
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