You are closing a round into a French simplified joint-stock company, a société par actions simplifiée (SAS), from London, New York, Dubai or Singapore. The deck has gone to angels, a family office and two funds. Someone then asks the question that stops the wire: does this round need a prospectus approved by the Autorité des marchés financiers (AMF), the French market authority, or can a subscriber later say the shares are void? Calling the round a private placement because you only emailed people you know is not the French test. A person the law has not authorized may not make an offer to the public of financial securities, or of company shares that are not financial securities, and the contracts and the securities can be annulled. A SAS is under a further ban. It may not make an offer to the public of financial securities, and it may not list its shares on a regulated market, except for a closed list of offers the Commercial Code still allows.

This article maps that list for a foreign founder, using the texts in force on 1 October 2026. Part I explains what communication counts as an offer to the public, why a SAS cannot use the small public-offer door, and which exemptions a founder abroad can actually use: a restricted circle of fewer than 150 persons, qualified investors, existing shareholders, and the 100,000-euro tests. Part II explains the three-year nullity action, what the Court of Cassation refused to add to the older statute, and how to answer an AMF letter when the sender of the deck is outside France. The subscription documents and the articles of association prevail over any general analysis. Only a court decides whether a given round is void.

I. When does raising money into a French SAS count as an offer to the public?

A. What communication triggers the rule, and why a SAS cannot use the small public-offer door

Start with the instrument you are selling. Under article L. 211-1 of the Monetary and Financial Code, in force since 1 October 2016, financial instruments are financial securities and financial contracts, and financial securities include « Les titres de capital émis par les sociétés par actions ». Shares issued by a company limited by shares, which includes a SAS and a société anonyme (SA), are therefore financial securities. Debt securities are in the same list. Shares in a société à responsabilité limitée (SARL), called parts sociales, are not in that list. They are not outside the public-offer statute for that reason. Article L. 411-1, discussed below, names both financial securities and parts sociales.

The prohibition is in article L. 411-1 of the Monetary and Financial Code, in force since 23 October 2019. Its first sentence reads: « Il est interdit aux personnes ou entités n’y ayant pas été autorisées par la loi de procéder à une offre au public, au sens du règlement (UE) n° 2017/1129 du 14 juin 2017, de titres financiers ou de parts sociales, à peine de nullité des contrats conclus ou des titres ou parts sociales émis. » The same nullities apply if those persons issue negotiable securities. A third sentence reaches the person who offers someone else’s paper: « Il est également interdit à toute personne ou entité de procéder à une offre au public portant sur les titres financiers ou sur les parts sociales émis par une autre personne ou entité n’ayant pas elle-même été autorisée par la loi à faire une offre au public de ses titres financiers ou de ses parts sociales, à peine de nullité des contrats conclus. » A foreign holding company, a placement agent or a founder who forwards the SAS’s shares is not outside the rule merely because the issuer is a different legal entity.

Article L. 411-1 defines the offer by reference to Regulation (EU) 2017/1129 of 14 June 2017, the Prospectus Regulation. The consolidated text published by EUR-Lex under CELEX:02017R1129-20260605, consulted for this article on 1 October 2026, defines an offer of securities to the public as a communication to persons, in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe. That definition also applies to the placing of securities through financial intermediaries. A teaser that states the price, the instrument and the amount sought can meet that test. A bare confidentiality invitation that does not give an investor enough information to decide to subscribe may not. The statute does not turn every email into an offer, and it does not save a full deck because it was marked confidential or sent from outside France.

A SAS is then cut down further by article L. 227-2 of the Commercial Code, also in force since 23 October 2019. The article 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. Elle peut néanmoins procéder aux offres mentionnées : 1° Au point i du paragraphe 4 de l’article 1er du règlement (UE) n° 2017/1129 du 14 juin 2017 ; 2° A l’article L. 411-2 du code monétaire et financier ; 3° Aux 2° et 3° de l’article L. 411-2-1 du même code. » Read the list as a closed list. The SAS may make the offers that point (i) of Article 1(4) of the Prospectus Regulation describes, the offers that article L. 411-2 describes, and the offers at points 2 and 3 of article L. 411-2-1. It may not make the offer at point 1 of article L. 411-2-1. That point is the public offer below a total amount. It is the door founders often hope to use, and it is the door article L. 227-2 does not open for a SAS.

That closed door matters more, not less, because the euro figures around it do not all say the same thing in October 2026. Article L. 411-2-1, quoted in the next section, leaves the amounts to the AMF general regulation for financial securities. Article 211-2 of that regulation, in the version the AMF website presents as in force since 17 March 2022, and which that site still listed as the current version when consulted on 1 October 2026, describes the offer at point 1 of article L. 411-2-1 as a total amount in France and in the Union below 8,000,000 euros, calculated over twelve months. The Prospectus Regulation, in the same 5 June 2026 consolidation, has moved on. Article 3(2) of that consolidation exempts offers from the prospectus obligation where the total aggregated consideration in the Union is less than 12,000,000 euros per issuer or offeror over twelve months, subject to conditions including the absence of a passport notification. Article 3(2a) lets a Member State choose instead a threshold of less than 5,000,000 euros. This article did not find, in the texts retrieved on 1 October 2026, a French statute or an AMF page confirming that France has notified either the 12,000,000-euro figure or the 5,000,000-euro option. The 8,000,000-euro sentence in the 2022 AMF text and the later European sentences therefore cannot be collapsed into one safe cap. None of them authorizes a SAS to make the point-1 offer. Article L. 227-2 simply does not list it.

Point (i) of Article 1(4), which a SAS may use, is not a cash round to outside angels. In the 5 June 2026 consolidation it covers securities offered, allotted or to be allotted to existing or former directors or employees by their employer or by an affiliated undertaking, provided a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer or allotment. That is an employee and director allotment, with an information document. It is not the same instrument as bons de souscription de parts de créateur d’entreprise (BSPCE), the founder share warrants already discussed in the guide to BSPCE eligibility for a foreign employee. A cash fundraising from people who are not already shareholders, directors or employees has to find another door, or it is the offer article L. 227-2 forbids.

B. Which exemptions can a foreign founder actually use: 150 persons, qualified investors, existing shareholders and the 100,000-euro tests

The doors article L. 227-2 does open are in article L. 411-2 of the Monetary and Financial Code, in force since 24 December 2021, and in points 2 and 3 of article L. 411-2-1. Article L. 411-2 is a derogation from the first sentence of the first paragraph of article L. 411-1. It authorizes three families of offer. The first is « L’offre de titres financiers ou de parts sociales qui s’adresse exclusivement à un cercle restreint d’investisseurs agissant pour compte propre ou à des investisseurs qualifiés. » A qualified investor is a person defined at point (e) of Article 2 of Regulation (EU) 2017/1129. A restricted circle « est composé de personnes, autres que des investisseurs qualifiés, dont le nombre est inférieur à un seuil fixé par décret ». The decree is article D. 411-4 of the Monetary and Financial Code, in force since 31 October 2019: « Le seuil mentionné au 1° de l’article L. 411-2 est de 150. »

Two limits sit inside that sentence, and both are easy to miss from abroad. The offer must be addressed exclusively to that circle or to qualified investors. Exclusively is the statute’s word. A round that is also posted on a website, forwarded by an angel to a chat group, or left in a data room that outsiders can enter is no longer addressed only to the circle. The persons in the circle, other than qualified investors, must be acting for their own account, and their number must be below 150. Qualified investors are not counted in that 150. The 5 June 2026 consolidation of the Prospectus Regulation uses a related but not identical test for the prospectus exemption at Article 1(4)(b): an offer addressed to fewer than 150 natural or legal persons per Member State, other than qualified investors. The French authorization adds the words exclusively and for their own account. A founder who satisfies the European prospectus exemption on a headcount, but whose deck also reached people outside the list, has not necessarily satisfied article L. 411-2.

A qualified investor is not any wealthy individual and not any foreign fund. Point (e) of Article 2 of the Prospectus Regulation, in the 5 June 2026 consolidation, points to persons and entities listed in Section I of Annex II to Directive 2014/65/EU, to persons treated on request as professional clients under Section II of that Annex, and to eligible counterparties under Article 30 of that Directive, unless they have agreed to be treated as non-professional clients. An investment firm or a credit institution must, on the issuer’s request, communicate the classification of its clients, subject to data-protection law. A self-certified high-net-worth angel who has never been classified as a professional client is a member of the restricted circle, not a qualified investor, and counts toward the 150. Asking the intermediary for the classification, and keeping the answer, is the document that later shows which names were outside the count.

The third family in article L. 411-2 of the Monetary and Financial Code is the existing-shareholder offer: « L’offre de titres de capital ou de parts sociales qui s’adresse exclusivement à des personnes ou entités qui ont déjà la qualité d’associés de la société émettrice des titres de capital ou des parts sociales offerts. » Friends, family and a new fund are not associés yet. An offer that includes them is not this exemption, even if the current shareholders are also invited. The Kbis, the registry certificate issued by the greffe of the commercial court, and the share register, not the cap table in a spreadsheet, are what show who already had that quality on the day the offer was made.

The second family in article L. 411-2 is a crowdfunding offer made by a crowdfunding service provider within the meaning of Regulation (EU) 2020/1503, including the activities mentioned at article L. 547-4, provided it does not exceed the threshold set at Article 1(2)(c) of that regulation. The statute itself points to the European crowdfunding regulation, not to a French euro figure. Article D. 411-2 of the Monetary and Financial Code, still in force on 1 October 2026 and dated from 31 October 2019, nevertheless states: « Le seuil mentionné au 2° de l’article L. 411-2 est fixé à 8 millions d’euros ». Article 211-2, paragraph IV, of the AMF general regulation, in the 17 March 2022 text still presented as current, adds that the total of the offers mentioned at its paragraph I and at point 2 of article L. 411-2 is below 8,000,000 euros calculated over twelve months. A SAS that uses a crowdfunding platform therefore has a statute that incorporates a European cap, a decree that still prints 8 million euros against point 2 of article L. 411-2, and an AMF sentence that aggregates that point with the small public offer a SAS cannot make. This article does not treat the decree figure as permission to exceed the cap that article L. 411-2 itself incorporates. The platform’s authorization and the regulation it cites have to be read before the campaign opens.

The remaining SAS doors are the high-amount tests. Article L. 411-2-1 of the Monetary and Financial Code, in force since 23 October 2019, attaches particular conditions to three public offers: an offer below a certain total amount, calculated over twelve months; an offer whose beneficiaries acquire the securities for a total amount per investor and per distinct offer above a certain amount; and an offer whose nominal value per security is above a certain amount. The amounts are set by the AMF general regulation for financial securities and by decree for parts sociales. Article L. 227-2 lets a SAS use only the second and the third. Article 211-2 of the AMF general regulation, in the version in force since 17 March 2022, states that the second is an offer addressed to investors who acquire the securities for a total of at least 100,000 euros, or the equivalent in another currency, per investor and per distinct offer, and that the third concerns securities whose nominal value is at least 100,000 euros, or the equivalent. A seed round of 20,000 euros per angel is not this door. A single investor writing 100,000 euros does not pull the other, smaller subscribers into the exemption. The statute speaks of the beneficiaries of that offer.

Prospectus exemption is a separate question from authorization. Article L. 412-1 of the Monetary and Financial Code, in force since 24 December 2021, provides in paragraph IV that persons authorized to make a public offer of financial securities mentioned at point 2 of article L. 411-2, or at point 1 of article L. 411-2-1, are exempt from the prospectus obligation of Regulation (EU) 2017/1129. Those persons, and certain cooperative offers, must first draw up and hold at the disposal of any interested person a synthetic document for the information of the public, presenting the characteristics of the operation and of the issuer, in the cases and on the terms set by the AMF general regulation. The duty to draw up that document does not apply if the offer concerns units or shares of collective investment undertakings mentioned at point 3 of paragraph II of article L. 211-1. The regulation determines when the document drawn up for an offer at point 1 of article L. 411-2-1 must be filed with the AMF before it is circulated. A SAS restricted-circle offer under point 1 of article L. 411-2 is not in that paragraph IV list. A SAS crowdfunding offer under point 2 of article L. 411-2 is. Skipping a prospectus is not the same as skipping the synthetic document where paragraph IV requires it.

The corporate approval of the issue is a different file. A capital increase that the statutes allow, and that the right body votes, can still be an unauthorized public offer. A round that fits article L. 411-2 can still be challenged because the dilution, the preferential subscription right or the delegation was mishandled. That second fight is the subject of the article on challenging a cash capital increase and the dilution that follows. The vehicle itself, SAS, SARL, branch or subsidiary, is discussed in the formation guide for a foreign founder. Choosing a SAS because it is flexible does not choose the public-offer door. If the business plan truly requires an offer to the public that article L. 227-2 does not allow, the form of the company has to be examined before the first deck leaves, not after a subscriber pleads nullity.

II. How do you challenge a void subscription or answer the AMF after a French round?

A. How the three-year nullity action works, and what the Court of Cassation refused to add to the statute

Article L. 411-1 does not stop at the prohibition. It states the civil consequence in the same sentence: nullity of the contracts concluded and of the securities or shares issued. The limitation period is specific. The last sentence of article L. 411-1, still in the text retrieved on 1 October 2026, reads: « Par dérogation aux dispositions de l’article 2224 du code civil , les actions en nullité des contrats conclus se prescrivent par trois ans à compter du jour où la nullité est encourue. » The comma after civil is in the official text. The statute sets aside article 2224 of the Civil Code and runs three years from the day the nullity is incurred. It does not say that the clock starts when the subscriber first understands French securities law, and it does not say that a later ratification by the shareholders erases the nullity. A founder who hopes to cure an over-broad deck by a confirmatory shareholders’ resolution should not treat that hope as a rule this article can quote, because the texts retrieved do not provide it.

The older case law shows how strictly the Court of Cassation reads a nullity of this family, and it also shows the limit of that case law. On 15 March 2017, the commercial chamber, in pourvoi n° 14-18.452, ECLI:FR:CCASS:2017:CO00358, quashed a judgment of the Paris court of appeal of 3 April 2014. The decision applied « Vu l’article 1841 du code civil, dans sa rédaction issue de la loi n° 78-9 du 4 janvier 1978 ». That was the former Civil Code article on a public appeal to savings, not current article L. 411-1, and the subscriptions were of shares in civil real-estate companies, not of SAS shares. The appeal court had rejected nullity on the ground that a public appeal to savings could consist only in the issue or sale of financial instruments to the public by advertising, canvassing or a credit institution, and that shares in civil real-estate companies could not be financial instruments. The Court of Cassation held: « Qu’en statuant ainsi, en ajoutant à la loi une condition qu’elle ne prévoit pas, la cour d’appel, qui aurait dû rechercher si les SCI avaient émis leurs parts dans le public en ayant recours à la publicité ou au démarchage, ce dont il serait résulté qu’elles avaient fait publiquement appel à l’épargne sans y être autorisées par la loi, a violé le texte susvisé ». The full text is on courdecassation.fr, decision 5fd909763ac91ca2072af613. The holding is that the lower court added a condition the statute did not contain. It is not a holding that a 2026 SAS round is void, and it is not a holding that advertising or canvassing is still the only way to make an offer. Current article L. 411-1 uses the Prospectus Regulation’s definition, which is a communication sufficient for an investment decision, and it writes the nullity for financial securities and for parts sociales in the Monetary and Financial Code itself.

What a subscriber, or the company defending the round, actually needs is a dated list. Who received the deck, on what day, through which channel, and with what right to forward it. Which of those persons were qualified investors, with the classification the intermediary communicated. Which were already associés on the Kbis and the share register. Which, if any, acquired at least 100,000 euros in that distinct offer, and whether anyone below that amount was also invited. Whether a crowdfunding service provider, authorized under Regulation (EU) 2020/1503, carried the offer, and what cap that regulation imposed on the day of the campaign. Whether the offer was an allotment to directors or employees under point (i) of Article 1(4), with the information document that point requires. The statutes, the decision that authorized the issue, and the subscription forms sit beside that list. They answer a different question, the one in the capital-increase article, and they do not replace it.

If the list shows that the offer left the authorized doors, the subscriber’s claim is the nullity article L. 411-1 states, brought within the three years that article states, against the contracts and, where the words apply, against the securities issued. The company’s defense is that the offer stayed inside a door article L. 227-2 and article L. 411-2 actually open, proved by contemporaneous papers rather than by a reconstruction after the letter arrives. A court may reject the claim if the offer was exclusive to the restricted circle or to qualified investors, or exclusive to existing shareholders, or inside the 100,000-euro tests, or inside the employee allotment, or inside a crowdfunding offer that respected the incorporated cap. A court may annul if the company asks it to add a condition the statute does not contain, which is the mistake the 2017 decision censured, or if the company asks it to ignore a condition the statute does contain, which is the mistake a deck sent beyond the list invites. Neither outcome is decided by this article.

Money already paid does not answer the qualification. A wire that cleared, a share account that was credited, and a Kbis that was updated are facts. They are not an authorization the law did not give. Conversely, a clumsy email is not automatically an offer to the public if it did not present sufficient information for an investment decision. The line is the definition article L. 411-1 incorporates, applied to the documents, not a label the parties chose in the subject line.

B. How to answer an AMF letter from abroad, and what changes if the company sits in Paris

The AMF’s sanction reach is not limited to issuers whose office is in France. Article L. 621-15 of the Monetary and Financial Code, in the version in force since 27 June 2026, includes among the persons the sanction commission may pursue « Toute personne qui, sur le territoire français ou à l’étranger, s’est livrée à un manquement aux obligations relatives aux offres au public, au sens du règlement (UE) n° 2017/1129 du Parlement européen et du Conseil du 14 juin 2017 ». The same point of the article also covers public offers of parts sociales of commercial companies within the meaning of the second paragraph of article L. 210-1 of the Commercial Code. A founder who sent the deck from New York, and a holding company that placed the SAS’s shares from abroad, are inside the words « ou à l’étranger » if the breach is one of those public-offer obligations. The article does not say that every cross-border email is a breach. It says the territorial limit is not a defense by itself.

The procedure has a hearing rule that matters when the addressee is abroad. Paragraph IV of article L. 621-15 states: « Aucune sanction ne peut être prononcée sans que la personne concernée ou son représentant ait été entendu ou, à défaut, dûment appelé. » Paragraph IV bis adds that the sittings of the sanction commission are public, subject to an order closing the hearing in the interest of public order, national security, or the protection of trade secrets or another legally protected secret. A letter that is ignored is not a strategy consistent with « dûment appelé ». The practical response is to identify who is named, whether the grievance is an offer of the SAS’s shares, a crowdfunding campaign, a missing synthetic document, or a communication that the AMF treats as advertising of a specific offer, and to answer through a representative who can receive the summons. The AMF page for article 211-2 of its general regulation, consulted on 1 October 2026, gives the authority’s contact as Autorité des marchés financiers, 17, place de la Bourse, 75082 Paris Cedex 02. That is the Paris address on the page. It is not a reason to send a defense to a general inbox without reading the letter’s own reference and deadline.

If the SAS has its registered office in Paris, two local facts change the file, not the legal test. The Kbis and the articles filed with the greffe of the Paris commercial court are the documents a subscriber’s lawyer will pull first, and they should match the share register and the list of offerees. A Paris domiciliation, including a domiciliation contract rather than a commercial lease, does not relax article L. 227-2. It does mean the corporate record a Paris court and a Paris authority will see is the one at that greffe. The annual approvals, filings and the way a foreign shareholder votes from abroad are set out in the legal calendar for approving accounts and filing from abroad. A fundraising decision is not the annual meeting, unless the statutes put the issue on that agenda. The calendar article is the companion for the paperwork, not a second prospectus guide.

What to assemble before the deadline in the AMF letter, or before a subscriber’s formal notice, is short and concrete. The dated distribution list, with forwards prohibited or logged. The classification letters for anyone treated as a qualified investor. The share register and Kbis showing who was already an associé. The subscription forms and the amounts actually paid, investor by investor, so that a 100,000-euro claim can be checked against the wires. The crowdfunding provider’s authorization, if a platform was used, and the cap applied on the day. The information document, if the offer was an employee or director allotment under point (i) of Article 1(4). The statutes and the decision that authorized the issue, so that a securities-law grievance is not confused with a corporate-law grievance. A French version of foreign corporate documents, where the greffe or the subscriber asks for one. None of those papers creates an authorization the statute withheld. They are what lets the company, or the subscriber, show which door was or was not used.

A listed company’s offer to its own shareholders, of the kind that appears in market announcements, is a different operation. It is not a template for a private SAS round, and this article does not treat it as one. The SAS ban on admission to a regulated market is in the first sentence of article L. 227-2, already quoted. A foreign founder who needs a listed French issuer is not in the vehicle this article describes.

Conclusion

A foreign founder raising money into a French SAS in 2026 is not choosing between a prospectus and a handshake. Article L. 227-2 of the Commercial Code forbids the SAS to make an offer to the public of financial securities, and forbids listing its shares, except three families: the employee and director allotment at point (i) of Article 1(4) of Regulation (EU) 2017/1129, the offers article L. 411-2 authorizes, and the high-amount offers at points 2 and 3 of article L. 411-2-1. The small public offer below a total amount, point 1 of article L. 411-2-1, is not on that list. The 8,000,000-euro sentence still printed in the AMF general regulation, the 12,000,000-euro exemption and the optional 5,000,000-euro Member State threshold in the Prospectus Regulation as consolidated on 5 June 2026, and the 8 million euros still printed in article D. 411-2, do not reopen it.

The doors that remain are narrow and provable. Fewer than 150 persons other than qualified investors, acting for their own account, and an offer addressed exclusively to that circle or to qualified investors. An offer addressed exclusively to people who are already associés. A per-investor acquisition of at least 100,000 euros in that distinct offer, or a nominal value of at least 100,000 euros, on the AMF text in force since 17 March 2022. A crowdfunding offer only inside the cap that article L. 411-2 incorporates, not inside a decree figure read in isolation. An employee or director allotment only with the information document point (i) requires. Outside those doors, article L. 411-1 states nullity of the contracts and of the securities, and a three-year period from the day the nullity is incurred. The Court of Cassation’s judgment of 15 March 2017, on the former Civil Code text and on civil-company shares, is a warning against adding a condition the statute does not contain. It is not a map of a SAS round. The AMF sanction commission can pursue a breach of public-offer obligations committed in France or abroad, and it cannot sanction a person who was not heard or duly called. The papers that decide the file are the distribution list, the investor classifications, the share register and the amounts paid. The articles of association and the subscription contracts prevail over this general analysis, and only a court decides.