You live abroad, you are starting alone, and France asks you to pick a company form before you have even opened a bank account: SASU or EURL. Both names come back in every search, both can be formed by a single person, and both limit your liability to what you put in, but they do not cost the same to run, they do not protect their director the same way, and they do not let you pay yourself the same way. Choose the wrong one and you discover the price month after month, in social charges on a salary you could have replaced with dividends, or in a rigid management structure that blocks the investor you wanted to welcome a year later. This guide is written for the foreign solo founder who forms and runs the company from abroad: how the SASU, the one-person simplified joint-stock company, and the EURL, the one-person limited liability company, differ on day one and every month after, how to register either vehicle from another country and obtain the Kbis, the official company identity certificate issued from the Trade and Companies Register, and what to do when the process jams, when the bank says no, when your own president stops obeying you, or when the administration rejects a filing. Every French acronym is explained, every decisive rule is linked to its official source, and the three court decisions below are recent, real disputes between a sole shareholder and the person running the company.
I. SASU or EURL When You Are Alone and Abroad: Which Vehicle Really Fits a Foreign Solo Founder?
The two vehicles look like twins on a comparison table and behave like cousins in real life. The SASU is a société par actions simplifiée unipersonnelle, a simplified joint-stock company with a single shareholder, prized for bylaws you can draft almost freely. The EURL is an entreprise unipersonnelle à responsabilité limitée, a limited liability company with a single shareholder, governed by a stricter, more protective statute. Your choice drives three things a foreign founder feels immediately: how much freedom you keep to organise power, how much the director costs in social charges, and how profits leave the company toward you. The paragraphs below compare them honestly, because French comparators written for residents never mention the problems that only appear when the founder lives in another country.
A. How Do SASU and EURL Differ on Day One: Capital, Registration and the Kbis You Obtain From Abroad?
Both forms start from the same promise of limited liability. Article L227-1 of the Commercial Code provides: “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport. Lorsque cette société ne comporte qu’une seule personne, celle-ci est dénommée ” associé unique “.” The mirror rule for the EURL sits in Article L223-1 of the Commercial Code: “La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports. Lorsque la société ne comporte qu’une seule personne, celle-ci est dénommée “associé unique”.” In both cases creditors can seize company assets but not your apartment in London, New York or Dubai, as long as you actually paid your contributions and never mixed personal and company money. Neither statute asks for French nationality or French residence from the sole shareholder, so a foreigner living abroad can hold one hundred percent of either vehicle.
Share capital is free in amount for both, starting at one euro, and it can mix cash contributions, contributions in kind such as equipment, vehicles, buildings, goodwill or patents, and even contributions of industry, meaning know-how or specific work, which do not count as capital. The official English-language guidance for the SASU states that at least half of the cash must be released, meaning paid into an account available to the business, from the moment of creation, with the balance to be released within the five years following registration (official SASU creation page). Contributions in kind must in principle be valued by a contributions auditor, called a commissaire aux apports, unless no single contribution exceeds 30,000 euros and the total of contributions in kind stays below half of the capital. The EURL follows the same logic, with model articles of association available when the sole shareholder, a natural person, also acts as manager. Practically, a foreign founder forming from abroad wires the cash portion to a blocked capital account in a French bank or notary office and receives a deposit certificate, which the registration file requires before the company exists.
Neither company exists before registration, and this matters more for a founder abroad who signs contracts early. Article L210-6 of the Commercial Code states: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” Whoever acts in the name of a company still being formed stays personally and indefinitely liable unless the company, once registered, takes over the commitment. So every lease, supplier order or freelance contract you sign from abroad before the Kbis arrives should state expressly that it is signed in the name of the company being formed, and the takeover of those pre-registration acts must be voted once the company is registered. The Kbis itself is the certificate that proves registration with the Trade and Companies Register, called the RCS, kept by the commercial court registry known as the greffe, and every serious partner, bank and administration will ask for one less than three months old. The filings also identify the beneficial owner, the bénéficiaire effectif, meaning the natural person who ultimately owns or controls the company, which for a solo founder is simply you.
Management structure is where the twins stop resembling each other. In a SASU, Article L227-6 of the Commercial Code provides: “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts. 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.” You can appoint yourself president, appoint a third party, add a general manager, create committees and define majorities freely: Article L227-5 of the Commercial Code says only: “Les statuts fixent les conditions dans lesquelles la société est dirigée.” In an EURL, Article L223-18 of the Commercial Code states: “La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques.” The manager, called the gérant, must be a natural person, appointed by the shareholders under Article L223-29 of the Commercial Code, which provides: “Dans les assemblées ou lors des consultations écrites, les décisions sont adoptées par un ou plusieurs associés représentant plus de la moitié des parts sociales.” A legal entity can therefore chair a SASU but can never manage an EURL, and the EURL statute leaves far less room for tailor-made governance. If you plan to welcome investors, issue different share classes or build a holding structure later, the SASU keeps every door open, while the EURL will likely force a conversion. If you want simplicity, standard protective rules and lower running costs, the EURL is the calmer vehicle.
Decisions of the sole shareholder follow strict paperwork in both forms, and foreign founders discover this when a partner later claims shares were transferred to them. Article L227-9 of the Commercial Code provides: “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” The Aix-en-Provence Court of Appeal, ruling on 3 April 2025 in a fight between the sole shareholder of a SASU and a man claiming 1,500 shares without any shareholders meeting, recalled the governing discipline in these words: “L’associé unique ne peut déléguer ses pouvoirs. Ses décisions sont répertoriées dans un registre.” (Aix-en-Provence Court of Appeal, Chambre 3-4, 3 April 2025, general register number 21/04620, official record of decision RG 21/04620). The lesson is practical: every capital increase, every transfer, every approval of accounts must be written into the sole shareholder decision register. A payment into the company account and a movement order signed by two private individuals do not make someone a shareholder. Keep a bound register from day one, sign each decision, and store it where your accountant can produce it.
B. What Changes Every Month: Social Charges, Tax and How You Actually Pay Yourself?
The monthly cost gap is the real reason most comparisons end with a recommendation, and it turns entirely on the social status of the director. The president of a SASU who receives pay for the corporate mandate is treated as an assimilated employee, called an assimilé salarié: affiliated to the general social security scheme, covered like a senior executive, but with no unemployment insurance. The official English-language SASU page confirms the president is affiliated to the general social security scheme with cover comparable to a senior executive, while dividends are not salary, bear no social contributions, and a shareholder paid only in dividends neither contributes nor earns social protection (official SASU creation page). The manager of an EURL who is also the sole shareholder belongs instead to the self-employed scheme, the travailleur non salarié or TNS: contributions collected through the social security for the self-employed, mandatory minimum contributions for daily allowances, basic old-age pension and invalidity-death cover even with zero pay, and likewise no unemployment insurance (official EURL creation page). The general affiliation principle is broad: Article L311-2 of the Social Security Code covers “toutes les personnes quelle que soit leur nationalité, de l’un ou de l’autre sexe, salariées ou travaillant à quelque titre ou en quelque lieu que ce soit, pour un ou plusieurs employeurs et quels que soient le montant et la nature de leur rémunération, la forme, la nature ou la validité de leur contrat ou la nature de leur statut.”
Put numbers on the trade-off. The assimilated-employee president costs roughly twice as much in charges as the self-employed manager for the same net pay, but buys stronger daily allowances, a better pension accrual and a status banks and landlords understand. The self-employed manager costs little when the company earns little, which suits a slow start from abroad, but pays minimum contributions even in a year with no revenue and earns thinner protection. A foreign founder who keeps a job or business in the home country often prefers the SASU with zero presidential pay plus dividends once profits exist, because unpaid mandates trigger no contributions while dividends carry no social charges. A founder who needs French health cover, maternity cover or a solid pension record from year one often prefers either paying a real presidential salary in a SASU or running an EURL as a paid manager. One boundary is absolute in both forms: as sole shareholder you cannot also be your own employee, because you answer to nobody. The Court of Cassation, Social Chamber, 16 January 2019, appeal number 17-12.479, published in the Bulletin, approved a court of appeal which had held that the sole shareholder of a company, holding the power to dismiss its manager, could not be bound by an employment contract with it, expressed in the official summary as follows: “Mais attendu, qu’ayant relevé, par une décision motivée, que l’intéressé, associé unique de la société, qui avait exercé les fonctions de gérant jusqu’au 30 novembre 2011, disposait du pouvoir de révoquer le gérant, ce qui excluait toute dépendance attachée à la qualité de salarié, la cour d’appel en a exactement déduit qu’il n’était pas dans un lien de subordination à l’égard de la société Etrea ; que le moyen n’est pas fondé ;” (Court of Cassation, Social Chamber, 16 January 2019, appeal 17-12.479, official record of decision 17-12.479). Do not put yourself on payroll as an employee of your own one-person company; pay yourself as a director, or as a shareholder through dividends, never as a subordinate you are not.
Tax follows the same fault line. The SASU pays corporate income tax, called the impôt sur les sociétés or IS, at 25 percent on profits, with a reduced 15 percent rate on the first 42,500 euros of profit for small and medium companies whose turnover does not exceed 10 million euros and whose capital is fully paid up and held at least 75 percent by individuals. A five-year, non-renewable option for personal income tax, the impôt sur le revenu or IR, exists for young companies meeting the holding conditions, and it taxes profits directly in the shareholder hands. The EURL with a sole shareholder who is an individual is taxed under personal income tax by default, with a possible option for corporate tax filed with the business tax office, the SIE, on which the company depends (official EURL creation page). When the sole shareholder is itself a company, corporate tax applies as a matter of course. Dividends received by the individual shareholder fall under investment income and bear the single flat-rate levy, the prélèvement forfaitaire unique or PFU, at 31.4 percent including 12.8 percent income tax and 18.6 percent social levies, with an option for the progressive income tax scale, while the president pay is taxed as salaries with the standard 10 percent allowance or deduction of actual expenses (official SASU creation page). Our companion guide on how a foreign owner pays himself salary or dividends from France details the calculations and the challenges when the administration reclassifies a payment.
The decision rule for a solo founder abroad is therefore straightforward. Pick the SASU if you want tailor-made bylaws, a president with executive-level social cover when paid, dividends free of social charges, and an easy path toward investors, share classes and group structures, accepting higher charges on any salary and stricter accounting discipline. Pick the EURL if you want the cheapest quiet start, mandatory minimum contributions you can anticipate, income taxed once in your hands by default, and a protective statute that needs fewer bespoke clauses, accepting a rigid framework and a manager status with thinner cover. A nonresident sole shareholder can hold either form and appoint a nonresident president or manager, but the director pay then triggers French affiliation and payroll filings, the DSN monthly social declaration, from the first euro, which is why so many founders abroad start unpaid and document everything. Our general formation guide, setting up a company in France as a foreign founder, covers the bank account, the Kbis and the first hire that complete this picture.
II. How Do You Register Your SASU or EURL From Abroad and What Do You Do When It Goes Wrong?
Registration from another country is entirely possible and follows the same file as for a resident, with distance adding friction at three points: signing before a person who can verify your identity, depositing the capital in France, and receiving official letters at a French address. The official company formation pages in English describe each step for the SASU and the EURL, and the full journey below follows them, with the foreign-founder adjustments that make the file succeed the first time. Read this part as a checklist, because most rejections come from one missing paper, not from a hostile administration.
A. Which Registration Path From Abroad Actually Works: Statutes, Capital Deposit, Single Window and Tax Options?
Draft statutes that fit a one-person company run from abroad. For a SASU, write the presidency clause yourself: who appoints and removes the president, whether removal needs a reason, what happens if the president stops answering, who approves the accounts, and which decisions require a written sole-shareholder minute. For an EURL, the statute supplies most of the framework, and model statutes exist when the sole shareholder manages personally, but still fix the manager powers, the pay clause and the approval of the accounts. Name a statutory auditor, called a commissaire aux comptes, only if thresholds require it; most solo companies start without one. Date and sign every page of the process: the deposit certificate for the funds, the list of subscribers, the non-conviction declaration of the director, the identity documents, and proof of the registered office, the siège social, which can be a commercial lease, a domiciliation contract with an authorised provider, or, temporarily, the director home under conditions.
Deposit the capital in France and keep the certificate. From abroad, founders usually deposit with a French bank, which opens a blocked capital account against the draft statutes and the identity file, or with a notary. Banks apply anti-money-laundering checks and routinely ask for the origin of funds, a tax residence certificate and the company project; refusals and delays are the most common bottleneck, and our guide on forcing a company account open when the bank says no explains the deposit certificate, the right to an account procedure and the evidence to keep. Once the certificate is issued, file everything through the single online portal, the guichet unique, operated for business formalities, which forwards the file to the commercial court registry for entry in the Trade and Companies Register. The registry checks the file, enters the company, and the Kbis follows; the entry is then announced in the official civil and commercial bulletin, the BODACC, Bulletin officiel des annonces civiles et commerciales. Only from registration does the company own its assets, owe its debts and shield you, so backdate nothing and invoice nothing in the company name before the Kbis number exists, apart from takeover of pre-formation acts voted after registration.
Use the filing to lock in your tax and social options. The EURL of an individual founder starts under personal income tax and can opt for corporate tax; the SASU starts under corporate tax and young companies can elect personal income tax for five non-renewable years under conditions. File the VAT position at the same time: most service companies start under the franchise en base, the small-business VAT exemption, and switch to normal VAT when thresholds or clients require it, with VAT then declared on the CA3 return. Register the director with the right scheme from the first payslip: general scheme for a paid SASU president, self-employed scheme for an EURL sole manager, with the URSSAF, the body collecting social contributions, as the contact for affiliation and the monthly or quarterly contribution calls. Approve the first accounts within six months of the financial year end, a deadline the Aix court recalled when it noted that the sole shareholder approves the accounts within six months after the auditor report where one exists, and file the accounts with the registry, which publishes them unless a confidentiality option for small companies is filed. Our annual legal calendar for French companies run from abroad lists every deadline and the fix for each missed one.
Paris and the Île-de-France region deserve a special note because most foreign founders register there. The Paris commercial court registry handles a heavy volume, so files with a domiciliation address must show a compliant domiciliation contract and the provider approval number; vague virtual-office invoices trigger requests for clarification that cost weeks. Commercial leases signed before registration must expressly name the company being formed and be taken over after the Kbis, failing which the founder stays personally bound for the rent. Practical delays observed in Paris run from a few days for a clean online file to several weeks when the registry queries the origin of funds, the director identity documents or the lease. Keep a French correspondence address that actually forwards mail, because the registry, the tax office and the URSSAF notify by post, and a missed letter can mean a missed appeal deadline. None of this requires living in Paris; it requires a file a Paris clerk can accept without asking twice.
B. When the Machine Jams: Bank Refusal, a President Who Disobeys, and How Do You Challenge?
The first jam is the bank. A French bank may refuse the capital deposit or the operating account, especially with a nonresident shareholder, an offshore wire or an activity it dislikes. Keep every refusal in writing, ask for the written reason, and move in parallel on three tracks: a second bank with a cleaner presentation file, a notary deposit for the capital certificate so registration is not held hostage, and the statutory right-to-an-account procedure, the droit au compte, which designates a bank obliged to open a basic account. Never let an intermediary invent a fake address or a nominee shareholder to force the file through; the criminal and tax consequences dwarf the delay. Once registered, the Kbis itself unlocks most doors, because counterparties verify the company number rather than your residence.
The second jam is human: the person you put in charge stops obeying the sole shareholder. Foreign founders often appoint a local president or general manager, then discover from abroad that money moves, contracts are signed and accounts are not approved. French law gives you strong tools if your statutes prepared them. In a SAS, removal follows the statutes, and many bylaws allow removal at any time without reasons or compensation, which courts enforce as written. The Bordeaux commercial court, on 3 September 2026, in a dispute where an EURL holding 40 percent had placed its own sole shareholder as general manager of a SAS, held that the SAS had long possessed the statutory power to remove its general manager at any moment, “pouvait à tout moment révoquer son Directeur général, en l’espèce la société [V] EURL et par voie de conséquence son associé unique Monsieur [Q] [E], et ce sans qu’il soit besoin d’un juste motif” (Bordeaux Commercial Court, 6th Chamber, 3 September 2026, general register number 2025F00865, official record of decision RG 2025F00865). The same judgment ordered the SAS to repay 27,693.82 euros to the EURL on its shareholder current account, the compte courant d’associé, with statutory interest, showing that even in a bitter governance fight, documented shareholder advances remain recoverable debts. Write the removal clause before the dispute, act fast when trust breaks, and record every decision in the register the Aix court demands.
The mirror trap is a capital increase or share transfer organised behind the sole shareholder back. The Aix case shows exactly how courts react: a president who claimed 1,500 shares through private movement orders, bank credits and two years of emails, without any shareholders meeting, without the sole shareholder approval required by the bylaws for capital increases, and without amended statutes or a new Kbis, left the court unmoved, and the alleged shareholder status failed. For a founder abroad, the protection is procedural: never pre-sign blank minutes, require your written approval for any capital operation in the bylaws, check the Kbis after every operation, and challenge any publication at the registry that you did not vote. An irregular deliberation can be taken to the commercial court for annulment, and urgent measures, including appointment of a provisional administrator or a court officer to convene the shareholders, are available in summary proceedings, the référé, before the president of the court when the company is paralysed.
The third jam is administrative: the registry, the tax office or the URSSAF rejects, reassesses or penalises. Read the letter before reacting, because French administration letters state the legal basis, the amounts and the appeal route. A registry rejection usually means one missing or inconsistent paper; correct and refile rather than arguing, and ask the single window helpdesk for the exact missing item in writing. A tax reassessment or a URSSAF assessment states adjustment proposals first, with a deadline to answer; reply on the facts with documents before the deadline, then use the formal claim, the réclamation, then the hierarchical appeal, and finally the administrative or judicial court depending on the tax or social nature of the dispute. Our guides on challenging a French tax audit from abroad and challenging a URSSAF audit from abroad walk through each deadline. Limitation periods run while you hesitate, especially from another time zone, so diary every date on the day the letter arrives and confirm receipt of everything you send.
Conclusion
A foreign founder starting alone in France does not choose between a good and a bad company form, but between two different monthly lives. The SASU buys freedom, executive-level cover when the president is paid, dividends without social charges and a straight road toward investors, at the price of higher payroll charges and bylaws you must draft carefully because the statute will not do it for you. The EURL buys simplicity, predictable minimum contributions and single taxation in your hands by default, at the price of a rigid framework and thinner social cover. Register from abroad with clean statutes, a real capital deposit, a compliant address and a decision register opened on day one, and the Kbis arrives without drama. When trouble comes, the same reflexes decide everything: removal clauses you wrote before the fight, shareholder advances documented as loans, accounts approved within six months, and every administrative deadline answered in writing. Built this way, a one-person French company is not a fragile outpost run by email, but a durable vehicle you control completely from wherever you live.