You live in London, New York, Montreal, Dubai or Singapore, and France is your next market. A French client asks for a French invoice, a Paris partner wants a local contract, or you need to hire your first salesperson in Lyon. Your accountant back home suggests opening something in France, and three words keep coming back: SAS, SARL, branch. The SAS (société par actions simplifiée, simplified joint-stock company) and the SARL (société à responsabilité limitée, limited liability company) are the two vehicles foreign founders use most, while the branch (succursale) lets your existing foreign company operate in France without creating a new company at all. Each choice changes who can dismiss the manager, who controls share transfers, who pays the debts, and how you register from abroad. This guide compares the three routes from the seat of a founder who does not live in France, explains every French acronym on the way, and shows the exact filing path through the one-stop shop (guichet unique) to the Kbis, the official identity certificate of your French business.
I. SAS vs SARL in France: which company type protects a foreign founder living abroad?
A. Why founders who live abroad usually choose the SAS: tailor-made articles, a revocable president and freely transferable shares
The SAS is by far the most common choice for foreign founders, and the reason lies in one sentence of the Commercial Code: “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” In plain English, one or more shareholders create the company and risk only what they contribute, as stated in Article L227-1 of the Commercial Code. A single founder can form a SASU (société par actions simplifiée unipersonnelle, one-shareholder SAS) with the same freedom, and the official Service-Public creation guide confirms that the SAS works with no minimum capital (“Sans capital minimum”), so a founder in London or New York can start with a symbolic amount and increase the capital later when the business takes off.
The real advantage of the SAS is contractual freedom. The Commercial Code provides: “Les statuts fixent les conditions dans lesquelles la société est dirigée.” In other words, the articles of association set the rules for running the company, under Article L227-5 of the Commercial Code. You decide who manages, how decisions are taken, what majority applies, and how a manager leaves. For a founder who stays abroad, this matters enormously: you can appoint yourself president (président) with full powers, keep a local general manager (directeur général) under tight control, and organise voting by video call in the articles rather than flying to Paris for every signature.
That freedom has a strict limit, and the Cour de cassation drew it clearly in 2025. In a case where a general manager had been appointed by a unanimous shareholders meeting with revocation conditions written into the meeting minutes, while the articles allowed dismissal at any time without cause, the Commercial Chamber 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. 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.” In other words, the articles rule over any side agreement, even a unanimous one, as decided by the Cour de cassation, Commercial Chamber, 9 July 2025, appeal no. 24-10.428. The lesson for a foreign founder is practical: put every important rule inside the articles themselves, have them drafted or reviewed before registration, and never rely on informal promises with a co-founder or a local manager.
The same decision shows how far the articles can go. The company’s article 23.2 provided that the general manager could be removed at any time without cause by a decision of the president, and the Court accepted that such an at-will revocation clause is valid when the articles say so. If you are the sole shareholder living abroad, that clause lets you replace a Paris manager overnight. If instead you are the manager holding a minority stake, that same clause should worry you, and you should negotiate notice, severance or a just-cause requirement into the articles before you sign anything.
Share transfers are equally flexible in a SAS, which suits founders who plan to raise money. The articles may lock up shares for up to ten years: “Les statuts de la société peuvent prévoir l’inaliénabilité des actions pour une durée n’excédant pas dix ans.” This is stated in Article L227-13 of the Commercial Code. They may also require the company’s prior approval for any sale: “Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société.” This rule appears in Article L227-14 of the Commercial Code. And they may force a shareholder to sell in defined situations: “Dans les conditions qu’ils déterminent, les statuts peuvent prévoir qu’un associé peut être tenu de céder ses actions.” This mechanism is provided in Article L227-16 of the Commercial Code. Every one of these tools is optional: a SAS with no transfer clause lets shares move freely, which investors like, while a SAS with approval and exclusion clauses locks the circle of owners, which a family founder prefers. When you later create a French subsidiary from abroad, the SAS is the vehicle most foreign groups pick for exactly this reason.
One warning closes this picture. Flexibility means responsibility: poorly drafted SAS articles produce deadlocks, abusive exclusions and litigation that a founder 6,000 kilometres away will struggle to manage. The 2025 ruling awarded 30,000 euros in damages for a dismissal carried out in a brutal and humiliating way even though the dismissal itself was contractually allowed, which shows that French courts punish the manner of a revocation even when they accept its principle. Draft once, draft well, and keep the articles consistent with every later shareholders decision.
B. When the SARL still wins: a protected manager, locked share transfers and a closed circle of owners
The SARL starts from the same promise as the SAS: “La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports.” In plain terms, shareholders risk only their contributions, under Article L223-1 of the Commercial Code. A single founder can form an EURL (entreprise unipersonnelle à responsabilité limitée, one-shareholder SARL), and the official creation guide confirms there is no minimum capital (“Aucun capital minimum”). So why would a foreign founder pick the SARL when the SAS looks more flexible? Three legal differences explain it: manager protection, transfer control and simplicity of a closed company.
First, the manager of a SARL, called the gérant, enjoys statutory protection that no SAS article can remove. The Commercial Code lets the shareholders remove the manager by vote, and adds a protection with an exact wording worth quoting: “Si la révocation est décidée sans juste motif, elle peut donner lieu à des dommages et intérêts.” In English, a removal without just cause (juste motif) can lead to damages, under Article L223-25 of the Commercial Code. For a founder who moves to France or appoints a trusted relative as gérant, this protection is real money: an unfair dismissal from management opens a damages claim, while a SAS president dismissed under a valid at-will clause gets nothing for the loss of office itself. The balance is reversed for the majority owner living abroad: removing a failing SARL gérant without a documented just cause exposes the company to a claim, so every warning letter, missed target and accounting delay should be filed before the removal vote.
The Cour de cassation added a second layer of protection that applies to both vehicles. Ruling on a group that had removed the same executive from sixteen management mandates in cascade after ending his employment contract, the Commercial Chamber recalled that “la révocation abusive n’ouvre droit à réparation ni du préjudice résultant de la révocation, ni même du préjudice constitué par la perte d’une chance de conserver ses fonctions, mais seulement du préjudice causé par la circonstance constitutive d’abus considérée en elle-même,” so only the harm caused by the abusive circumstances themselves can be compensated, as held by the Cour de cassation, Commercial Chamber, 3 March 2015, appeal no. 14-12.036. In that case the abuse came from the complete absence of fair process, since the court noted that it was established “qu’il n’y avait pas eu respect du contradictoire”, meaning the executive had never been given a chance to speak before the bodies that removed him, and the companies had therefore breached their duty of loyalty in exercising their removal right. A foreign shareholder who controls the votes should take this seriously: convene properly, let the manager be heard, record the just cause in the minutes, and keep the tone professional, because a humiliating removal documented by email will cost the company even when the removal itself was justified.
Second, SARL shares (parts sociales) are locked by law, not by contract. Transfers to outsiders need a statutory consent: “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, à moins que les statuts prévoient une majorité plus forte.” In short, a majority holding at least half of the shares must approve, under Article L223-14 of the Commercial Code. For a two-founder venture, a family business or a joint venture with a French partner, this default lock is a feature: no stranger can buy into the company without your approval, and you do not need a lawyer to draft the clause because the statute provides it. The price of that safety is rigidity: bringing in an investor, selling to a competitor or passing shares to children follows a formal approval procedure with a three-month decision period, and a refusal triggers a buy-back mechanism that can strain the company’s cash. Founders who plan fundraising rounds usually find the SARL lock too tight and pick the SAS; founders who want to keep control among known partners usually find the SAS too open and pick the SARL.
Third, daily governance in a SARL follows standard statutory rules that any French accountant, bank or administration understands immediately, while a creative SAS structure sometimes puzzles a provincial bank clerk or a social-security inspector. The gérant runs the company within the limits of the corporate purpose, the shareholders meet at least once a year to approve the accounts, and decisions follow the majorities of Article L223-29. A foreign founder who wants the simplest possible machine, with a local gérant handling everything and one annual trip to France for the accounts meeting, often prefers this classic frame. The detailed comparison of what each office costs its holder in social charges and what it allows in salary versus dividends is covered in the companion guide on director status, social charges and dividends for founders living abroad, which should be read before you appoint yourself to any office.
II. Branch or new company: do you need a French company at all, and how do you register from abroad?
A. The branch (succursale): your foreign company acts directly in France, with direct liability and lighter paperwork
A branch is not a company. It is a permanent establishment through which your existing American, British or Emirati company does business in France: an office in Paris, a warehouse in Lyon, a team that signs contracts with French clients. Because no new legal person is created, the personality rule for new companies does not apply to a branch: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” In other words, commercial companies gain legal personality upon registration with the trade and companies register, as stated in Article L210-6 of the Commercial Code, simply does not apply to a branch. The branch has no personality of its own, no capital of its own and no shareholders of its own. The consequence is immediate and must be understood before any other comparison: the foreign parent is fully and directly liable for everything the branch signs, hires, borrows or owes in France, while the shareholder of a SAS or SARL risks only the contribution quoted above. If the French operation might face heavy contractual, regulatory or employment exposure, that unlimited liability usually kills the branch option on its own.
Registration is nevertheless lighter than creating a company, because there are no articles to draft and no capital to deposit. A foreign company that opens a permanent establishment in France must register it: the complete file for registration with the RCS (registre du commerce et des sociétés, the trade and companies register kept by the greffe, the registry office of the commercial court) must be filed through the electronic one-stop shop (guichet unique) operated by the INPI (Institut national de la propriété industrielle, the French intellectual property and business formalities institute), as the Paris business formalities service recalls on its official branch page. The file identifies the foreign parent, its home registration, its legal representatives and the address and activity of the French establishment, and the RNE (registre national des entreprises, the national business register) records the information. Translated, certified and sometimes apostilled parent documents are usually required, so a founder should ask the greffe or a lawyer for the exact list before paying for translations that the file will not need.
Tax follows activity, not paperwork. French commercial companies fall within corporate income tax by statute, since the General Tax Code makes liable to impôt sur les sociétés (corporate income tax) “les sociétés anonymes, les sociétés en commandite par actions, les sociétés à responsabilité limitée”, among others, under Article 206 of the General Tax Code, and the impots.gouv.fr portal (the official French tax authority website) publishes the returns, instalments and payment rules each year. A branch that carries on real business in France is taxed in France on the profits of that business, files French tax returns, charges French VAT on its French sales within the registration and threshold system described in the guide to French VAT registration, thresholds and returns for foreign companies, and registers its French employees with URSSAF (union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the agency that collects social-security contributions). The branch therefore saves the cost of forming a company but saves almost nothing in tax or payroll administration once it operates. It suits prospecting, a first commercial presence or a short project; it rarely suits a lasting profitable business with staff, debt and litigation risk.
Closing the branch is symmetrical: deregistration filings through the same one-stop shop, termination of contracts and employment, final tax returns and payment of outstanding contributions. There is no liquidation surplus to distribute and no dissolution meeting, because there was never a separate owner. That simplicity at the end mirrors the exposure during the life of the branch, and the founder should weigh both sides together rather than looking only at the cheap entry ticket.
B. Creating the SAS or SARL from abroad: capital deposit, one-stop filing, Kbis, BODACC and the first hires
Once the vehicle is chosen, formation follows a fixed sequence that a founder can complete without living in France, provided each step is prepared in order. First, the articles are drafted and signed, with the SAS articles receiving the most attention for the reasons explained above: management rules, voting majorities, transfer clauses and revocation clauses all belong inside them, because no later side decision can override them. The company name is checked against existing trademarks and company names, the registered office (siège social) is fixed with a domiciliation contract or a lease, and the future manager accepts the office in writing. Foreign founders who want a lawyer to review their draft articles before filing can call +33 6 46 60 58 22 for that document check.
Second, the cash contributions are deposited. The Service-Public guide states that the capital deposit is a mandatory step for all commercial companies (SAS, SASU, SARL, EURL), and the bank or notary issues a deposit certificate (certificat de dépôt des fonds) that goes into the filing. This is the step where foreign founders most often stall, because French banks apply strict anti-money-laundering checks to non-resident shareholders and sometimes refuse the account. The refusal is not the end of the road: alternative depositaries exist, and the remedies when a French bank refuses the company account and the capital deposit are described step by step in the companion guide, including the right-to-an-account procedure (droit au compte) that forces the designation of a bank. Start the banking step early, keep proof of the origin of funds ready in French or with a certified translation, and never sign client contracts in the name of the company before it exists.
Third, the full file goes through the guichet unique, the single electronic portal for business formalities, which forwards it to the greffe for RCS registration and to the RNE. Upon registration the company gains legal personality on the exact terms of Article L210-6 quoted above, and founders acting before registration stay personally and jointly liable for pre-formation acts unless the new company takes them over after registration. The greffe issues the Kbis extract (extrait Kbis), the official certificate that proves the company’s existence, identity, capital, managers and registered office to every bank, client and administration. Key events of the company’s life are then published in the BODACC (bulletin officiel des annonces civiles et commerciales, the official gazette of civil and commercial announcements), which third parties consult to check who can sign for the company. From the Kbis date, the company can invoice, open its permanent bank account, register for VAT and hire.
Fourth, the operating registrations follow in the first weeks: VAT registration and returns on the French timetable, registration of the first employee with the prior hiring declaration (DPAE, déclaration préalable à l’embauche), written employment contracts, payslips and working-time records, as detailed in the guide to hiring a first employee in France while living abroad. Each of these steps has its own deadlines and penalties, and the annual cycle of shareholders meetings, account approvals and filings is mapped in the broader setting-up guide for foreign founders: bank account, Kbis, VAT and first hire, which serves as the hub for this series. A founder based in Paris faces the same calendar with shorter travel; a founder in another time zone should give a written power of attorney to someone who can sign and file on fixed dates.
Two traps deserve a final warning. The first is the manager’s personal liability: a gérant or président who lets the company trade while insolvent, who ignores tax and URSSAF debts, or who mixes personal and company money can be pursued personally despite limited liability at shareholder level, so monthly bookkeeping and a local accountant are not optional. The second is the confusion between owning and managing: dividends reward the shareholder and follow the tax rules of the shareholder’s residence, while salary rewards the manager and triggers French payroll charges, and mixing the two without advice produces reassessments. Both traps are manageable when the founder treats the French company as a real local business from day one rather than as a mailbox with a Kbis.
Conclusion
A foreign founder who wants control, investors and tailor-made rules chooses the SAS and writes strong articles, remembering that only the articles bind the company and that even a unanimous side agreement cannot override them. A founder who wants a protected manager, a locked circle of owners and the simplest classic frame chooses the SARL, remembering that removing a gérant without just cause costs damages and that selling shares needs formal approval. A founder who only needs a temporary presence without a new company opens a branch, remembering that the foreign parent answers for every debt of that branch. In all three routes, registration runs through the one-stop shop to the RCS, legal personality starts at registration, the Kbis proves existence, and tax, VAT and payroll obligations start with the first real activity. Choose the vehicle that matches the liability you can bear and the partners you want, draft the papers before you file, and run the French operation as the real business it is.