You live in London, New York, Dubai or Singapore, your customers are in France, and a French distributor, marketplace or public buyer is asking for a French entity, a French VAT number or a Kbis before signing. Should you set up a SAS, a SARL, a one-person SASU, or simply register a branch of your existing foreign company? The answer determines who can bind the company, how profits and salaries are taxed, which social security regime applies to the director, and how easily you can change the rules later without flying to France for every signature. French company law gives foreign founders the same vehicles as residents, but the paperwork, the capital deposit and the registration expect French-language filings, apostilled foreign documents and a clear choice of legal form from day one.
This guide explains, in plain business English, how each vehicle works when the founder lives abroad: what a SAS (société par actions simplifiée, the flexible joint-stock company), a SARL (société à responsabilité limitée, the limited liability company with tightly framed rules), a SASU (the one-person SAS) and a succursale (branch, a French registration of your foreign company without creating a new legal person) each cost to form, how liability is contained, who represents the company toward third parties, how decisions are taken, and how profits, pay and social charges are treated. Every French acronym is explained, every decisive rule is tied to the statute or court decision that states it, and the Paris and Île-de-France specifics are covered where founders actually feel them: which registry handles the file and which court hears disputes.
I. Should a Foreign Founder Choose a SAS, a SARL, a SASU or a Branch to Start a Business in France?
The four routes look similar on a pitch deck and very different in a statute book. A SAS and a SARL are both French companies with their own legal personality whose members, in principle, lose no more than their contributions. A SASU is simply a SAS with a single shareholder, with the same flexibility and a lighter decision-making process. A branch is not a company at all: it registers your existing foreign company in France so it can invoice, hire and be sued locally, while liability stays with the foreign head office. Foreign founders usually hesitate between the SAS and the SARL, wonder whether the SASU solves the single-founder problem, and underestimate what a branch implies for liability and image. The sections below compare them on the criteria that matter from abroad: drafting latitude, representation powers, transfer of shares, removal of directors, and the real formation budget.
A. How Does a SAS or SASU Work When You Live Abroad and What Does It Really Cost?
The SAS is the vehicle French lawyers most often recommend to foreign founders, for one reason: the statute book leaves almost everything to the articles of association (statuts). The Commercial Code states that “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport”, which means one or more persons may form a SAS and stand to lose no more than what they contributed (article L227-1 of the Commercial Code). The same article adds that where the company has a single member, that member is called the “associé unique” and exercises the powers otherwise reserved to collective decisions, which is exactly the SASU configuration. There is no minimum share capital for a SAS: the amount is set at the founders’ discretion in the articles, so a foreign founder can start with a symbolic capital and increase it later once the French bank account works. The official business-creation guidance confirms this flexibility and the absence of a capital floor for both the SAS and the SASU (Service Public Entreprendre, SAS page).
Direction is where the SAS earns its reputation. The Code provides that “Les statuts fixent les conditions dans lesquelles la société est dirigée”, meaning the articles set how the company is managed (article L227-5 of the Commercial Code). In practice the founders write into the articles who appoints the president (président, the mandatory legal representative), whether one or more general managers (directeurs généraux) assist the president, which decisions require a collective vote, and by which majority. For a founder living abroad, this latitude is decisive: voting by written procedure or videoconference can be authorised, a foreign president can be appointed without residing in France, powers can be split between a local general manager who signs daily contracts and a president abroad who keeps strategic decisions, and share transfers can be subjected to approval clauses (agrément), pre-emption rights or temporary inalienability tailored to the investor agreement. None of this requires ministerial approval; it requires careful drafting before registration, because what the articles do not say will be hard to impose later against a minority partner or a departing co-founder.
Representation toward third parties follows a simple, protective rule. The Code states that “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts”, so the company is represented toward third parties by a president appointed as the articles provide (article L227-6 of the Commercial Code). The same article continues: “Le président est investi des pouvoirs les plus étendus pour agir en toute circonstance au nom de la société dans la limite de l’objet social”, which gives the president the broadest powers to act in all circumstances in the name of the company within the limit of the corporate purpose. Two consequences matter for foreigners. First, internal limits written in the articles to reassure an investor, such as spending caps above which the president must seek prior approval, are unenforceable against third parties: a supplier or a landlord who contracts with the president in the ordinary course binds the company even if an internal ceiling was exceeded, unless the third party knew the act went beyond the corporate purpose. Second, the articles may provide that one or more persons other than the president, bearing the title of general manager or deputy general manager, may exercise the powers entrusted to the president, which lets a Paris-based manager sign leases, hire and open accounts while the founder keeps the presidency from abroad. Banks, notaries and registries read the Kbis extract (the official identity card of the company issued by the greffe, the registry of the commercial court) to check who represents the company, so the appointment clauses must be consistent between the articles, the appointment minutes and the registration filing.
Removal of directors is the point founders abroad most often get wrong, and recent case law makes the lesson sharp. The Commercial Chamber of the Court of Cassation held on 9 July 2025, appeal number 24-10.428, published in the Bulletin, that “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”, which means the articles set the management rules including how directors are removed, and even a unanimous shareholder decision that merely supplements the articles cannot contradict them (Court of Cassation, Commercial Chamber, 9 July 2025, no. 24-10.428). An earlier decision had already stated the mirror principle: “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”, so removal conditions are set by the articles without statutory constraint, covering both grounds and procedure, where the statute is silent (Court of Cassation, Commercial Chamber, 9 March 2022, no. 19-25.795). For a foreign founder this means the removal clause must be written with the same care as the appointment clause: removal at any time without grounds (ad nutum), removal only for serious cause (juste motif) with or without compensation, notice periods, and who votes. A clause copied from a template that says nothing about compensation can turn the dismissal of a co-founder director into expensive litigation in Paris, while a clause that requires cause without defining it invites disputes about what counts. Draft the clause for the worst day, not the signing day.
The formation budget of a SAS or SASU run from abroad breaks down into predictable blocks. Incorporation costs include drafting the articles and the shareholder register, publication of the formation notice in a legal announcements journal (journal d’annonces légales), registration through the single online portal described below, and the deposit of the initial capital with a bank, a notary or the Caisse des dépôts. Founder budgets typically cluster in the low four figures in euros for a standard file handled with counsel, plus the share capital itself, which can be modest since no floor applies, with at least half of cash contributions released at formation for a SARL-style schedule while SAS practice commonly releases the full subscribed amount to simplify banking. The variables that push the budget up are all linked to distance: translation and apostille or legalisation of foreign identity and company documents, powers of attorney for a local representative, and bank compliance checks on foreign-resident shareholders and directors, which take longer and sometimes require additional evidence of the origin of funds. None of these costs is a tax; they are the price of making a foreign-owned file readable to a French registry and a French bank. Founders who budget only the registry fees and forget the cross-border paperwork are the ones whose Kbis arrives weeks late and whose first invoices slip a quarter.
B. When Does a SARL Protect a Foreign Founder Better Than a SAS, and Where Does a Branch Fit?
The SARL protects founders who prefer statutory guardrails over drafting latitude. The Code defines it in familiar terms: “La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports”, so one or more persons form it and lose no more than their contributions, with a sole member called the associé unique where there is only one (article L223-1 of the Commercial Code). Like the SAS, the SARL has no minimum capital: “Le montant du capital de la société est fixé par les statuts”, the amount of the capital is set by the articles, and it is divided into equal shares (parts sociales) rather than openly designed classes of stock (article L223-2 of the Commercial Code). The official guidance describes the SARL as the company in which each member, between two and one hundred, answers for company debts only up to personal contributions, which suits family businesses and subsidiaries with a stable, identified shareholder base (Service Public Entreprendre, SARL page). Where the SAS lets founders invent the governance, the SARL imposes it: management by one or more gérants (managers, who must be natural persons), collective decisions by statutory majorities, and share transfers to third parties subject to approval of the existing members. For a foreign parent that wants a French subsidiary it fully owns and tightly controls, a SARL with a single shareholder (EURL, entreprise unipersonnelle à responsabilité limitée) run by a gérant in whom the parent trusts is simple, readable to French counterparties, and cheaper to document than a bespoke SAS. Where the SAS wins is fundraising and joint ventures: preference shares, convertible instruments and tailor-made voting rights fit naturally in a SAS and awkwardly in a SARL, whose equal shares and statutory majorities resist financial engineering.
Management and decision rules show the same contrast. The Code provides that “La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques”, so the SARL is managed by one or more natural persons, who may be chosen outside the membership and are appointed by the members in the articles or a later act under the conditions of article L223-29 (article L223-18 of the Commercial Code). Toward third parties the gérant enjoys the broadest powers to act for the company, and clauses limiting those powers are unenforceable against third parties, mirroring the SAS president’s position. Ordinary decisions are taken by members representing more than half of the shares, with a second vote possible at a majority of votes cast however many members vote, and decisions taken in breach of these rules may be annulled at the request of any interested person (article L223-29 of the Commercial Code). Amendments to the articles, other than nationality changes which require unanimity and registered-office moves which need just over half the shares, are decided by members holding at least three-quarters of the shares, with adjusted quorum and two-thirds rules for companies formed after the 2005 SME reform, and any clause demanding a higher majority is deemed unwritten (article L223-30 of the Commercial Code). A foreign founder reading these lines should understand the trade: the SARL gives a minority co-founder or a local partner strong statutory blocking power on amendments, which reassures cautious associates and frustrates founders who want to move fast. Transfers of SARL shares to outsiders require member approval, which keeps the capital closed but slows exits; SAS shares move as the articles allow, which speeds deals but demands airtight approval and pre-emption clauses to keep control.
Removal of a SARL gérant follows the opposite philosophy from the SAS. The Code states that “Le gérant peut être révoqué par décision des associés dans les conditions de l’article L. 223-29”, so the manager may be removed by member decision under article L223-29 unless the articles require a stronger majority, and it adds: “Si la révocation est décidée sans juste motif, elle peut donner lieu à des dommages et intérêts”, meaning removal decided without just grounds may give rise to damages (article L223-25 of the Commercial Code). The gérant may also be removed by the courts for lawful cause at the request of any member. Contrast this with the SAS, where removal without grounds is valid wherever the articles allow it and compensation depends on what the articles or the appointment terms say. For a foreign founder, the practical lesson is symmetrical: appointing a Paris-based gérant in a SARL gives that person statutory removal protection that the articles cannot fully erase, while appointing a president in a SAS gives exactly the protection the articles wrote, no more and no less. Founders who install a local manager and later discover misconduct need to document the grounds before voting removal in a SARL; founders in a SAS need to re-read the removal clause before voting at all, in light of the 2025 decision cited above which punished a removal that contradicted the articles even though every shareholder had voted for it.
The branch, or succursale, answers a different question: operating in France without creating a French company. Registration gives the branch a French establishment entry, an address, and the ability to hire, lease and invoice, but the branch has no legal personality separate from the foreign company, so French creditors can pursue the head office abroad and the head office answers for French employment, tax and regulatory liabilities. Image matters too: some French buyers, platforms and public tenders prefer a French Kbis showing a SAS or SARL with French capital to a branch registration showing a foreign principal, and banks apply the same logic when asked for credit or guarantees. Branches suit testing phases, seconded teams and service contracts performed on French soil by staff who remain employed abroad; durable businesses with French revenue, French staff and French leases almost always migrate to a subsidiary within the first year or two. The subsidiary costs more to form and to run, with full French accounts, French tax filings and French governance minutes, and in exchange it ring-fences liability, clarifies which balance sheet counterparties face, and makes a future sale of the French business straightforward. Founders who hesitate between the two should ask one question: if the French operation failed owing six months of rent, salaries and supplier invoices, would they rather the creditors face a French subsidiary with limited capital or the foreign parent directly. Most answer subsidiary, and then choose between SAS and SARL on the fundraising and control criteria above.
II. How Do You Register, Fund, Tax and Run Your French Vehicle From Abroad?
Choosing the vehicle is half the work; registering it, funding it and running it from another country is the other half. France has centralised business formalities in a single online portal, the Guichet unique des formalités des entreprises operated through the INPI (Institut national de la propriété industrielle, the National Institute for Industrial Property), which receives one electronic file and routes it to the registries, tax authorities and social bodies concerned. The statute expresses the principle plainly: “toute entreprise se conforme à l’obligation de déclarer sa création, la modification de sa situation ou la cessation de ses activités auprès d’une administration, d’une personne ou d’un organisme mentionnés à l’article L. 123-32 par le dépôt d’un seul dossier comportant les déclarations qu’elle est tenue d’effectuer”, meaning every business declares its formation, changes or closure through a single file, and “Ce dossier est déposé par voie électronique auprès d’un organisme unique désigné à cet effet”, that file being lodged electronically with a single designated body (article L123-33 of the Commercial Code). The implementing article describes the single body receiving the dossier and the declarations it contains, including beneficial-owner information, for transmission to the competent administrations (article R123-1 of the Commercial Code). In practice the foreign founder, or a representative holding a power of attorney, uploads the articles, the capital-deposit certificate, the identity and address evidence for directors and shareholders, the lease or domiciliation contract for the registered office (siège social), the legal-announcement certificate and, for foreign documents, sworn translations plus apostille or legalisation. Errors do not produce a polite warning weeks later; they produce a rejection or a request for completion that restarts the clock, which is why files prepared from abroad should be reviewed against the portal checklist before submission rather than after a first refusal.
A. How Do You Register on the Guichet Unique, Deposit Capital and Get Your Kbis Without Living in France?
Capital comes first because the registry asks for proof of it. Cash contributions are paid into a blocked account opened with a French bank, a notary or the Caisse des dépôts in the name of the company being formed, which issues a deposit certificate (certificat de dépôt des fonds) listing the subscribers and the amounts. Contributions in kind, such as equipment or software assigned a monetary value, follow the valuation rules recalled in article L227-1, with an independent valuations auditor (commissaire aux apports) required above regulatory thresholds. Foreign founders hit two recurring obstacles here. First, banks perform anti-money-laundering checks on each non-resident subscriber and director, asking for certified passports, proof of address, company-group charts and the origin of the funds, and the file moves only as fast as the slowest answer. Second, foreign corporate documents proving the existence and powers of a non-French shareholder, such as certificates of incorporation and board minutes, must arrive with a sworn French translation and, depending on the issuing country, an apostille under the Hague Convention or full consular legalisation, without which the registry cannot verify who validly signed the subscription. Starting the bank file and the document-collection file in parallel, rather than in sequence, is the single most effective way to shorten the formation calendar from abroad.
Registration itself runs through the Guichet unique, and founders who want the full procedural picture should read the walkthrough that covers each milestone from bank account to Kbis, VAT number and first hire in one place: setting up a company in France as a foreign founder, from bank account to Kbis, VAT and first hire. The portal file identifies the company, its directors and its shareholders, declares the beneficial owners (bénéficiaires effectifs, the natural persons ultimately owning or controlling the company, registered in the RBE register), and attaches the lease or domiciliation agreement proving a French registered office. A frequent foreign-founder mistake is declaring a registered office that cannot receive official mail: using a friend’s Paris flat without a proper domiciliation contract, or a virtual address whose provider is not authorised, leads to rejected filings and, later, unreceived court letters. Professional domiciliation companies (sociétés de domiciliation) provide compliant addresses with mail handling, and their authorisation number must appear in the filing. Once the registry (greffe) validates the file, it issues the Kbis, the official extract that proves the company’s existence and lists its directors, capital, address and activity, and the file is published in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company creations, moves and insolvencies appear). From that moment the company can invoice, and the tax administration assigns the SIREN and SIRET identification numbers and, wherever the activity requires it, the intra-Community VAT number used for cross-border invoicing within the European Union.
Paris and Île-de-France add their own layer, worth a dedicated paragraph because most foreign founders land there. Companies whose registered office sits in Paris file with the registry of the Paris economic-activities court, through the single national portal described in the official Guichet des formalités des entreprises guidance, and commercial disputes arising from Paris operations go before the Paris economic-activities court (tribunal des activités économiques de Paris). Practical consequences follow. Registry examiners in Paris see a high volume of foreign-owned files and check translations, apostilles and powers of attorney closely, so Paris filings should be cleaner than average, not looser. Commercial leases in Paris and the inner suburbs cost more per square metre and often require larger deposits and stronger guarantees from a newly formed company with no balance sheet, which foreign parents bridge with a parent guarantee letter or a larger initial capitalisation rather than promises. Staff hired in the Paris region fall under the same national Labour Code as elsewhere, but salary expectations, competition for profiles and reliance on remote-work clauses differ, so employment contracts for a first Paris hire deserve the same drafting attention as the articles themselves. Finally, founders who domiciliate in Paris while operating elsewhere should remember that the registered office determines the competent registry and, in many disputes, the competent court: choosing Paris for prestige without operating there can move future litigation to Parisian courts at Parisian counsel rates.
B. How Are French Profits, Directors’ Pay and Social Charges Taxed When the Founder Lives Abroad?
Corporate income tax applies to French companies whatever their shareholders’ residence. The Tax Code states that “sont passibles de l’impôt sur les sociétés, quel que soit leur objet”, naming among others limited liability companies that have not opted for partnership taxation, which covers the SAS, SASU and SARL in their default configuration (article 206 of the General Tax Code). French corporate income tax (impôt sur les sociétés) is therefore levied on the French company’s profits at the standard rate, with the company filing its own return and paying instalments through the corporate tax account, while dividends distributed to a non-resident shareholder may bear withholding tax subject to the applicable bilateral tax treaty and European directives. Foreign founders sometimes assume that managing the company from abroad keeps profits in the home country; French tax law looks instead at where the business is actually run and where the company’s effective management sits, and a French-registered company with French customers, French staff and French premises is taxed in France on its French profits regardless of where its shareholder opens emails. Groups add transfer-pricing discipline to this picture: services billed between the foreign parent and the French subsidiary, such as management fees, licences or seconded staff, must be priced as if between unrelated parties, documented, and consistent with the functions performed in France. Founders who treat the French subsidiary as a cost centre that can be emptied by arbitrary year-end fees discover during audits that undocumented or excessive charges are added back to taxable profit with penalties.
The director’s own position splits along a line every foreign founder must memorise: the president of a SAS is covered by the general salaried scheme without being an employee, while the majority gérant of a SARL belongs to the self-employed scheme. The Social Security Code lists among persons compulsorily covered “Les présidents et dirigeants des sociétés par actions simplifiées et des sociétés d’exercice libéral par actions simplifiées”, the presidents and directors of SAS companies (article L311-3 of the Social Security Code), which places a paid SAS president under the régime général with health, family and basic pension coverage and executive supplementary pension, at contribution rates close to those of employees but without unemployment insurance. By contrast, the gérant who holds, alone or with family, more than half of a SARL falls under the independent-workers scheme, whose contributions are computed on the base defined for self-employed workers, a base that also includes certain replacement income paid on sickness, maternity or paternity under qualifying contracts or by social security bodies (article L131-6 of the Social Security Code). In business terms, a SAS president costs the company more in social charges on the same gross pay but accrues a stronger pension record and smoother coverage, while a majority SARL gérant costs less but must organise supplementary cover personally. Minority or non-shareholder SARL gérants rejoin the general scheme, which sometimes makes a SARL with an outside manager socially equivalent to a SAS while keeping the SARL’s rigid governance. Non-resident directors add a treaty layer: totalisation agreements and European coordination rules determine whether a director living abroad but working for the French company stays in the French system or remains covered at home, and the answer changes with travel patterns, so the social-security position should be fixed in writing with the competent fund before the first payslip, not reconstructed during an audit.
Paying the founder raises the classic salary-or-dividends question, sharper from abroad. Salary paid by the French company is deductible from corporate profit but bears full social charges and progressive income tax, with the non-resident director taxed in France on French-source pay subject to treaty allocation. Dividends are not deductible, are paid from after-tax profit, and may carry social levies and withholding for non-residents, again subject to treaties. Young SAS and SARL companies sometimes consider electing partnership-style income-tax transparency for their early loss-making years so that initial losses flow to the members; that election exists within narrow statutory conditions and time limits and should be checked against the current Tax Code wording with counsel before any filing claims it. What matters for the run of the business is rhythm: set pay by board or shareholder decision recorded in minutes, keep the employment logic separate from the corporate-office logic where the director also holds an employment contract, and never mix personal expenses with company funds, because blurred lines between the founder’s pocket and the company’s account support the two claims founders fear most, abuse of corporate assets on the criminal side and personal liability for company debts where the statutes allow it. The official tax portal at impots.gouv.fr and the social-contributions portal at urssaf.fr publish the current forms, rates and payment channels; figures quoted anywhere else, including in this article, should be rechecked there before any payment is made.
Conclusion
A foreign founder does not choose between a good and a bad vehicle; the founder chooses between drafting latitude and statutory protection, between a separate French person and a branch of the existing company, and between pay regimes whose social price differs substantially. The SAS, including its one-person SASU, suits founders who want bespoke governance, investor-ready share classes and removal rules written to measure, at the cost of drafting discipline the 2025 Court of Cassation decision punishes when neglected. The SARL suits founders who want closed capital, statutory majorities and a familiar manager regime, at the cost of rigidity when fundraising or separating from a local partner. The branch suits testing the market without incorporating, at the cost of leaving the foreign parent directly exposed. In every configuration, the same sequence decides success from abroad: collect and apostille foreign documents early, open the capital-deposit file in parallel with the bank-compliance file, file a complete Guichet unique dossier with a real French address and consistent appointments, read the Kbis as counterparties will read it, record pay decisions in minutes, and keep intra-group billing at arm’s length. Founders who follow that order find France predictable; founders who improvise discover that French formalities, unlike some markets, do not bend after the fact.