You live in London, New York, Dubai or Singapore and you want to sell, hire or invoice in France. The first question your French counsel will ask is brutally simple: SAS or SARL? Both limit your liability to your contributions, both give you a French registration number and the famous Kbis extract that proves your company exists, and both pay French corporate tax. Everything else differs: who can run the company from abroad, how you bring in a partner or force one out, how you pay yourself, and how much paperwork each decision costs. Choose the wrong vehicle and every later step, from opening the bank account to removing a manager, becomes slower and more expensive. This guide compares the two vehicles the way a foreign founder actually experiences them, then walks through registration, funding and day-to-day compliance from outside France, with the statutes and court decisions that really decide the disputes.
Two warnings before you start. First, French company law uses acronyms everywhere, so here they are once: the Kbis is the official extract issued by the greffe, the clerk’s office of the commercial court, proving registration in the trade register; the Guichet unique run by the INPI, the national industrial property institute, is the single online portal where every creation file is now filed; the BODACC is the official bulletin where creations and managers’ names are published; the URSSAF is the agency that collects social contributions. Second, this article covers private companies you form and control. A plain branch of your foreign company, the succursale, is a different creature with no separate legal personality, and buying French property through a company belongs to a different analysis entirely.
I. SAS or SARL: which French company should a foreign founder living abroad choose?
The two companies start from the same promise and diverge immediately after. A SAS, the simplified joint-stock company, is built around contractual freedom: the statutes decide almost everything. A SARL, the limited liability company, is built around a protective statutory framework: the Code de commerce decides most governance points for you. For a founder who will sign papers from abroad, that difference matters more than the tax rate, which is identical at creation.
A. Why is the SAS the default choice for a foreign shareholder operating from abroad?
The SAS was designed for investors who want to write their own rules. Article L227-1 of the Code de commerce states that a SAS may be formed by one or more persons who bear losses only up to their contributions, that a one-person SAS is called a SASU with the sole shareholder exercising collective powers alone, and that most of the rigid rules of the public limited company do not apply. In practice, one shareholder sitting in London can hold 100 percent, appoint himself president, and run the company without a board, without a French-resident co-director, and without the share-capital minimums that older forms required.
Management freedom is the core advantage. Article L227-5 of the Code de commerce provides, in one short sentence, that the statutes determine the conditions in which the company is managed. You decide whether there is a single president or a president plus one or several directeurs generaux, what each can sign, whether decisions can be taken by video call or written consultation, and what majority applies. A foreign founder who travels can therefore concentrate all executive power in the presidency, authorise electronic consultation of shareholders, and avoid flying to Paris for every signature. The counterpart of that freedom is drafting discipline: anything you forget to write defaults to nothing, and poorly drafted statutes produce the most expensive SAS disputes.
Entry and exit of shareholders is equally contractual. Unlike the SARL, the SAS has no statutory pre-emption right forcing you to offer your shares to existing shareholders first; you create exactly the transfer controls you need, such as approval, pre-emption, tag-along or forced-sale clauses, and you set the price formula. The statutes may also organise exclusion: Article L227-16 of the Code de commerce allows the statutes to provide that a shareholder can be required to sell his shares, with suspension of his non-pecuniary rights until he does. That tool is precious when a 50/50 venture between a foreign investor and a local operating partner breaks down, because it avoids a deadlock that would otherwise paralyse the company for years.
But exclusion clauses have a hard limit you must know before drafting. In a much-commented SAS exclusion case, the Cour de cassation held, on 29 May 2024, pourvoi No. 22-13.158 (decision 22-13.158): “Il résulte de la combinaison de ces textes que si les statuts d’une société par actions simplifiée peuvent prévoir l’exclusion d’un associé par une décision collective des associés, toute stipulation de la clause d’exclusion ayant pour objet ou pour effet de priver l’associé dont l’exclusion est proposée de son droit de voter sur cette proposition est réputée non écrite.” In plain English: the statutes may organise exclusion by collective decision, but any clause that deprives the targeted shareholder of his vote on his own exclusion is deemed unwritten, by combination of Article 1844 of the Code civil, which gives every shareholder the right to participate in collective decisions, and the SAS exclusion regime. Draft the exclusion with a vote of the others only, and a French court will strike that voting ban while keeping the rest. Draft it with the targeted shareholder voting, plus a fair price mechanism and a suspension of non-pecuniary rights under Article L227-16, and it survives.
Removal of managers follows the same contractual logic, and here the courts have been strict with founders who improvise. On 9 July 2025, pourvoi No. 24-10.428 (decision 24-10.428), the commercial chamber recalled: “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 statutes set how managers are removed, a shareholder resolution may supplement the statutes but can never contradict them, even unanimously. The practical lesson for a founder abroad is direct: put the removal rule, notice, grounds and compensation in the statutes themselves on day one. A side letter or minutes approving “different removal terms” for your general manager will not survive a challenge, as the Paris court learned in that very case where an annex to the minutes tried to override an at-will statutory rule. A related 9 March 2022 decision, pourvoi No. 19-25.795 (decision 19-25.795), confirms the mirror principle: “Après avoir exactement énoncé que les conditions dans lesquelles les dirigeants d’une société par actions simplifiée peuvent être révoqués de leurs fonctions sont, dans le silence de la loi, librement fixées par les statuts, qu’il s’agisse des causes de la révocation ou de ses modalités” — where the law is silent, causes and procedure of removal are freely set by the statutes. Silence means freedom, but only inside the statutes.
Collective decisions are the third reason foreign investors prefer the SAS. Article L227-9 of the Code de commerce leaves the statutes to determine which decisions require a collective vote and in what form, reserving only a core list, capital changes, mergers, dissolution, appointment of auditors, annual accounts and profits, that must remain collective. You can therefore allow written consultation and video meetings for everything else, set low quorums, and let the sole shareholder of a SASU sign everything alone. Compare that with the SARL, where meeting formalities are statutory and harder to streamline when shareholders live on three continents.
Social security is the final practical point. The president of a SAS is treated as an assimile salarie: affiliated to the general social security scheme for health and retirement basics, but without unemployment insurance, and paying contributions only on actual remuneration, so an unpaid foreign president costs nothing in French social charges. That is usually cheaper and simpler for a non-resident founder than the SARL manager regime described below, though it also means no unemployment rights and a need for private cover. If you plan to pay yourself a French salary while living abroad, model the cost with an accountant before choosing, because the headline “no charges if unpaid” hides different contribution bases once you start paying.
B. When does the SARL still win for a foreign-owned family business or a tightly held venture?
The SARL is the French equivalent of the German GmbH or the British private limited company with a statutory flavour: less freedom, more built-in protection. Article L223-1 of the Code de commerce founds it on the same limited-liability promise as the SAS, including the one-person version, the EURL, where the sole shareholder exercises the powers of the meeting alone. From there, the Code takes over where the SAS leaves you to draft.
Management belongs by statute to one or more gerants, who must be natural persons. Article L223-18 of the Code de commerce provides that the SARL is managed by one or more natural persons, who may be chosen outside the shareholders and are appointed by the shareholders in the statutes or a later act. For a foreign family holding its French operating company, that structure is legible: mum or dad is gerant, the children hold the parts sociales, and banks, suppliers and the greffe understand the paper trail immediately. The price of that legibility is rigidity: you cannot invent a custom executive committee with statutory effect the way a SAS can, and powers vis-a-vis third parties follow the Code rather than your imagination.
Voting and transfers are statutory too, which protects minorities but slows deals. Article L223-29 of the Code de commerce sets the default majority at more than half of the parts sociales on first consultation, with a second consultation at a majority of votes cast if the first fails, unless the statutes require more. Transfers to third parties require the approval, the agrement, of shareholders representing at least half the shares, and the procedure, including the company’s obligation to buy back the shares if it refuses approval, is fenced by the Code. A foreign founder who wants to sell quickly to an outside buyer will find that slower than a well-drafted SAS with a clean approval and price clause; a founder who fears his co-shareholder selling to a stranger overnight will find it reassuring.
Removal of the gerant shows the same trade-off. Article L223-25 of the Code de commerce allows removal by shareholders under Article L223-29 unless the statutes demand a higher majority, adds that removal without just grounds, juste motif, can give rise to damages, and lets any shareholder ask the court to remove the manager for legitimate cause. Contrast that with the SAS, where removal can be at-will if the statutes say so: in a SARL, firing your manager-partner from abroad without a documented reason buys you a damages claim, even though the removal itself stands. Recent appeal decisions apply this faithfully, awarding compensation for removal without just grounds while refusing to reinstate. Document performance, convene properly, and vote cleanly, or budget for the claim.
So when does the SARL beat the SAS for a foreign founder? Three typical cases. First, a family business where the point is stability, not fundraising: the statutory approval procedure and the default majorities keep the capital in the family without expensive bespoke drafting. Second, a small operating subsidiary where the foreign parent wants a readable French face for banks and administrations: a single gerant with clear statutory powers opens doors faster than an exotic SAS governance chart. Third, a venture where founders distrust each other just enough to want statutory guardrails rather than total contractual freedom they will not maintain. The SARL punishes neglect less brutally than the SAS, precisely because the Code fills the gaps you forgot.
Tax does not decide between them at formation. Both are subject to French corporate tax under Article 206 of the Code general des impots as a rule, at the standard rate set by Article 219 of the Code general des impots, currently 25 percent, and both can under conditions opt temporarily for partnership taxation or claim the reduced 15 percent rate on the first profits for qualifying small companies. The real tax choice comes later, in how you extract money, salary versus dividends, which is identical in mechanics for both vehicles and depends on your residence treaty. Choose on governance, not on the headline rate.
II. How do you register, fund and run your French company while you live abroad?
Once the vehicle is chosen, foreign founders all hit the same four walls: filing from outside France, getting the capital into a blocked account and then into the company, proving the company exists to banks and clients, and staying compliant on tax and payroll without a Paris office. Each wall has a procedure, and each procedure has a document the administration actually checks.
A. How do you file the Guichet unique, deposit the capital and get your Kbis from abroad?
Legal personality starts with registration, not with the signature of the statutes. Article L210-6 of the Code de commerce provides that commercial companies enjoy legal personality from their registration in the trade and companies register, and that those who acted in the name of a company in formation are jointly and indefinitely liable unless the company, once registered, takes over the commitments. Sign a lease or order stock “for your future SAS” before the Kbis arrives, and you are personally on the hook until a formal takeover after registration. Plan the chronology around that rule, not around your launch event.
Every file now goes through the single portal. The Guichet unique operated by the INPI receives the statutes, the identity documents, the registered-office evidence, the declaration of beneficial owners, and the publication request, then routes them to the greffe and the tax office (see the official portal guidance at service-public.fr: Guichet des formalites des entreprises and the INPI business formalities pages). Foreign founders stumble on three formal points: identity documents must be current and, for non-European founders, sometimes supported by a visa or residence position allowing management; foreign public documents need an apostille or legalisation plus a sworn French translation; and the registered office needs a real lease, domiciliation contract or title deed, because a mere postal box is rejected. Prepare certified copies and translations before you click submit, because the portal stops the clock on incomplete files and the back-and-forth across time zones costs weeks.
Capital deposit comes before filing. The cash contributions must be paid into a blocked account with a French bank, a notary or the Caisse des depots, which issues the certificate the greffe demands. From abroad, that is the hardest step: French banks run anti-money-laundering and tax-residence checks, including FATCA and CRS forms for Americans and other non-residents, and many refuse non-resident files or answer slowly. The certificate of deposit is nevertheless mandatory, and the funds stay frozen until the Kbis is issued. Practical founders run two tracks in parallel: a deposit application with a bank that actually onboards non-residents, plus a fallback with a notary, while keeping the draft statutes, office proof and translations advancing on the portal. If your bank refuses, the broader account-opening strategy, deposit certificate, right-to-account procedure and fallback banks are covered in our companion guide on setting up a company in France as a foreign founder: bank account, Kbis, VAT and first hire, which you should read alongside this comparison before you wire funds.
Publication and proof close the sequence. The creation is published in the BODACC, the official bulletin of civil and commercial announcements, where third parties can verify your managers and capital, and the greffe issues the Kbis, the only document banks, notaries and big clients accept as proof of existence. Check the Kbis line by line on arrival: corporate name, acronym, capital, office, activity description, managers’ names and dates of birth, and closing date. An error in the activity code or a misspelled manager name will bounce your VAT application and your first payroll declaration, and corrections through the portal take days. Foreign founders should also register the beneficial owners in the RBE register at the same time; missing or inconsistent beneficial-owner data is now one of the most common grounds for enhanced bank checks.
Two edge cases deserve a sentence. If speed matters more than limited liability for a first test, a branch lets you operate without creating a French company, but the foreign parent remains fully liable and French tax presence is harder to ring-fence, which is why most lasting ventures convert the branch into a SAS or SARL within a year. If your file is rejected by the portal, read the exact ground: missing translation, invalid office proof, or capital certificate wording are fixable within days, while a fight about the corporate name or a regulated activity needs counsel before refiling.
B. How do you pay French tax, pay yourself and stay compliant without living in France?
Corporate tax applies from the first profitable year. As noted, Article 206 of the Code general des impots brings your SAS or SARL within corporate tax, and Article 219 of the Code general des impots sets the standard 25 percent rate with instalments during the year and a balance after closing (see the tax administration’s guidance on impots.gouv.fr for businesses). Losses carry forward under conditions, and dividends you later vote are paid out of after-tax profit. The calendar point foreign shareholders miss is that approving the accounts is itself a legal duty: Article L227-9 of the Code de commerce reserves annual accounts and profits to collective decision even in the freest SAS, so a SASU founder abroad must still sign the sole-shareholder minutes approving the accounts within six months of year-end and file them with the greffe, with late filing fines and blocked bank updates as the sanction.
Value added tax, TVA, is the second front. France applies the standard 20 percent rate with registration thresholds that differ for goods and services; once you exceed them, or as soon as you opt in, you charge French VAT, file returns in French through the tax portal, and reclaim input VAT on your French expenses. Foreign founders selling cross-border must map where each supply is taxed before invoicing, because the French number, the invoicing wording and the reverse-charge notes are checked by clients’ accountants as much as by the tax office. A wrong VAT line on your first big invoice costs more credibility than the penalty itself.
Paying yourself crosses tax and social law at once. A SAS president or a SARL gerant can combine salary and dividends, but the two streams are taxed and charged differently: salary is deductible for the company and triggers French social contributions through URSSAF and payroll declarations, while dividends are paid from taxed profit, bear the 30 percent flat levy for French residents with treaty-adjusted withholding for non-residents, and escape French social charges in most configurations. A non-resident president who takes no salary pays no French social contributions on that mandate, but also earns no French health or pension rights and may remain taxable at home on French-source pay under the applicable treaty. Model salary against dividends with both the French accountant and your home-country adviser before the first payment, and minute the remuneration decision properly: undocumented “management fees” wired to your foreign company are the classic reassessment trigger.
Hiring your first employee from abroad does not change the vehicle choice but tests your procedures. The hire needs a written French-language contract with job, pay, hours and place, a pre-hiring declaration to URSSAF, registration with the occupational health service, and monthly payroll slips and declarations through the DSN system. The 35-hour week, overtime premiums and trial-period rules apply from employee one, and dismissal procedure is formalistic: invitation, meeting, notification with reasons, and severance where due. None of that requires you to live in France, but all of it requires a payroll provider and a calendar, because missing the pre-hiring declaration alone draws a penalty.
Finally, protect the governance you chose. If you picked the SAS for its tailor-made rules, keep the statutes and reality aligned: update them when you add a general manager, change majorities or promise a veto, because as the 24-10.428 decision quoted above holds, a side resolution cannot contradict the statutes even unanimously. If you picked the SARL for its guardrails, respect the meeting majorities in Article L223-29 of the Code de commerce and the just-grounds discipline of Article L223-25 of the Code de commerce before removing a manager. And if a shareholder must leave, run the exclusion or buyback clause with the targeted holder voting, as the 22-13.158 ruling requires, with an independent price mechanism. Most founder disputes that reach French courts are not about grand strategy; they are about a removal or an exclusion clause drafted in a hurry and applied from abroad without reading the statutes twice.
Conclusion
For most foreign founders who will run their French business from another country, the SAS is the better starting point: a sole-shareholder SASU with a president, electronic consultation, bespoke transfer and exclusion clauses, and no salary until the business pays is the lightest structure that still looks serious to banks and clients. The SARL earns its place when stability matters more than speed, when a family wants statutory brakes on transfers, or when a single gerant with Code-defined powers reassures local partners. Either way, the sequence is the same: draft the statutes for the dispute you fear, deposit the capital with a bank or notary that onboards non-residents, file through the Guichet unique, check the Kbis and the beneficial-owner registration, then approve your accounts every year and minute every payment to yourself. Companies do not fail in France because the founder lived abroad; they stall because the statutes said one thing, the minutes said another, and nobody verified which one the court would enforce.