You live in London, New York, Dubai, Singapore or Montreal, and you want a real French company: a French registration number (SIREN, the nine-digit identifier every French business receives), a Kbis (the official extract of the trade and companies register that proves your company exists), a French corporate bank account and the right to invoice French clients from a French vehicle. The first question every foreign founder asks is whether to pick the SAS (société par actions simplifiée, the simplified joint-stock company) or the SARL (société à responsabilité limitée, the limited-liability company). Comparison tables on the internet all say the SAS is flexible and the SARL is cheap, and then they stop. That advice misses the point that matters most when you live abroad: your own social status as director. The company form you choose decides whether you belong to the general social-security regime as an assimilated employee or to the self-employed regime as an independent worker, and that single answer changes what you pay every year, what protection you get, and whether you can leave the company dormant for months at zero cost. French law defines the SAS as a company 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” (article L227-1 of the Commercial Code), while the SARL is the company where “La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports” (article L223-1 of the Commercial Code). Both shield your personal assets in the same way. Everything that follows — charges, control, paperwork — is where they differ, and this guide works through each difference with the exact legal texts, so you can choose from abroad with full knowledge of the bill.

I. Your social status sets the real price of your French company

A. SAS president living abroad: an assimilated employee who costs nothing when unpaid

The president of a SAS belongs to the general social-security regime by assimilation, exactly like an employee, even though he or she is a company director. The text is explicit: the general regime covers “Les présidents et dirigeants des sociétés par actions simplifiées et des sociétés d’exercice libéral par actions simplifiées” (article L311-3, 23° of the Social Security Code). Assimilated does not mean employed: the president has no employment contract, no protection against dismissal and no unemployment insurance, but contributions on any remuneration are computed and collected like payroll charges through the DSN (déclaration sociale nominative, the monthly online payroll return) and paid to URSSAF (union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the agency that collects social contributions). The Cour de cassation confirmed the mechanism in plain terms: where a company director is concerned, the provisions of article L311-3 apply “en ce qu’elles assimilent son statut à celui d’un salarié” (second civil chamber, 15 May 2025, appeal no. 23-13.763, published on courdecassation.fr), and the court added that “ce dirigeant était assujetti par assimilation au régime général en sa qualité de président d’une société par actions simplifiée”. In that case the appeal court of Amiens had treated an SAS director as an ordinary executive for a retirement bonus, and the Cour de cassation answered “CASSE ET ANNULE, en toutes ses dispositions, l’arrêt rendu le 24 janvier 2023, entre les parties, par la cour d’appel d’Amiens”. The lesson for a foreign founder is direct: pay yourself as president and you enter the French general regime with its broad cover for health, family and basic plus supplementary pension; pay yourself nothing and you owe nothing, because with no remuneration there is no base and therefore no contribution. A SAS with an unpaid president can sit for a year costing only its accounting and filing fees, which is exactly what a founder testing the French market from abroad usually wants. The official service-public guide to the SAS describes the vehicle in English and confirms this architecture (SAS: what you need to know). One caution follows from living abroad: social coverage follows the country where you actually work under European coordination rules and bilateral treaties, so if you take pay from the French SAS while working from another country, confirm with URSSAF and your home system which country collects before the first payslip, because double affiliation is the classic and expensive mistake.

The second advantage of the SAS for a non-resident is the concentration of power in one pair of hands. The Commercial Code provides that “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” (article L227-6 of the Commercial Code), and limits written into the articles cannot be used against third parties. From abroad, that means the president signs contracts, opens the bank relationship, hires and represents the company in court without needing a co-signature from a partner in France. The articles of association (statuts) can add deputy managers (directeurs généraux) or restrain internal powers, but outsiders rely on the president alone. For a solo foreign founder who will fly in four times a year and run everything else by video call, that single-signature design removes a whole layer of practical friction that the SARL, with its meeting-based governance, keeps.

B. Majority SARL manager: a self-employed worker with a bill that starts early

The gérant (manager) of a SARL who holds the majority of the capital belongs to the opposite world: the regime of independent workers, run through the SSI (Sécurité sociale des indépendants, the social-security fund for the self-employed, whose collection is handled by URSSAF). The dividing line is mathematical and sits in the same article L311-3: the general regime takes “Les gérants de sociétés à responsabilité limitée et de sociétés d’exercice libéral à responsabilité limitée à condition que lesdits gérants ne possèdent pas ensemble plus de la moitié du capital social” (article L311-3, 11° of the Social Security Code). Read the other way round, a manager who holds more than half the shares with his or her family is excluded from the general regime and falls into the independent-workers regime. That regime is defined by its own book of the Social Security Code, whose scope covers non-agricultural self-employed workers (article L611-1 of the Social Security Code), and its contributions are computed under a dedicated rule: “Les cotisations de sécurité sociale dues par les travailleurs indépendants non agricoles ne relevant pas du dispositif prévu à l’article L. 613-7 sont assises sur l’assiette définie à l’article L. 136-3” (article L131-6 of the Social Security Code). In practice the contribution rate as a share of income looks lower than the payroll charges of the general regime, which is why accountants sometimes present the SARL as cheaper, but three corrections matter for a foreign founder. First, the independent regime applies minimum bases published each year by URSSAF, so a manager with small or zero drawings still receives a bill for health, daily allowances and basic pension minimums, whereas an unpaid SAS president owes nothing at all. Second, the cover is narrower: daily sickness allowances start only after a waiting period and under conditions, the pension accrues on a different scale, and there is still no unemployment insurance. Third, the tax code treats the majority manager’s pay as a special category: remuneration is taxable in the manager’s hands when it is deductible at company level for managers described as “Aux gérants majoritaires des sociétés à responsabilité limitée n’ayant pas opté pour le régime fiscal des sociétés de personnes” (article 62 of the General Tax Code), with deductible social charges under article 154 bis. The official service-public guide to the SARL walks through the vehicle in English (SARL: what you need to know), and its companion tax page details the default company-tax treatment (tax treatment of the SARL). None of this makes the SARL a bad choice; it makes it a choice for a founder who will actually draw regular pay from the French company and live with the independent regime, not for one who wants a zero-cost dormant vehicle.

Power in a SARL is framed by statute in a way the SAS is not, and the gérant lives inside that frame. The Code states that “Dans les rapports avec les tiers, le gérant est investi des pouvoirs les plus étendus pour agir en toute circonstance au nom de la société, sous réserve des pouvoirs que la loi attribue expressément aux associés” (article L223-18 of the Commercial Code), and managers are appointed by the shareholders under article L223-29, with their names removable from the articles when they leave. Day-to-day signature power looks similar to the SAS president’s, but the real difference is collective life: capital increases, profit allocation, manager appointment and most strategic moves require shareholder meetings with statutory majorities and formal minutes, and a founder living abroad must organise proxies, remote votes and filings with the greffe (the registry office of the commercial court) for each step. With two or three foreign partners in different time zones, that meeting machinery becomes a recurring cost in lawyer time that the SASU (société par actions simplifiée unipersonnelle, the one-person SAS) avoids by design, since the sole shareholder simply records decisions in a register.

A final trap in the SARL deserves its own warning because foreign couples fall into it regularly. The majority test of article L311-3, 11° counts family shares with the manager’s: shares held in full ownership or usufruct by the spouse, the civil-union partner and minor children are deemed held by the manager. A founder who takes 40 percent, gives 15 percent to his wife and appoints himself manager is therefore a majority manager in social-security law and belongs to the independent regime, even though he holds less than half in his own name. Couples who split 50-50 with an outside minority manager, or who place the management in the hands of the minority spouse, stay in the general regime — but the articles and the share register must reflect the real arrangement, because URSSAF reads the register, not the family’s intentions. SAS founders face no equivalent computation: the president is assimilated whatever the shareholding, 100 percent or 1 percent.

II. Control, money out and paperwork from abroad

A. SASU freedom against SARL framing: decisions, capital and dividends

Once the social-regime question is settled, the second layer of the choice is how the company is run and how money leaves it. In a SAS, collective life is whatever the articles say it is: “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient” (article L227-9 of the Commercial Code), with only a short list of reserved matters — capital changes, mergers, dissolution, transformation, appointment of auditors, annual accounts and profits — that must stay collective. A foreign founder can therefore write articles that allow written consultation by email, video meetings with electronic signature and a sole-president decision register, and then run the company for years without a single physical meeting in France. In a one-person SASU the simplification goes further: the president prepares the management report and the accounts, and the sole shareholder approves them within six months of year-end under the same article L227-9. In a SARL, by contrast, the meeting rules, quorums and majorities are set by statute and cannot be contracted away, so distance always costs procedure. Capital follows the same contrast in flexibility. In a SARL, “Les parts représentant des apports en numéraire doivent être libérées d’au moins un cinquième de leur montant”, with the balance callable by the manager “dans un délai qui ne peut excéder cinq ans à compter de l’immatriculation de la société au registre du commerce et des sociétés” (article L223-7 of the Commercial Code). In practice a foreign founder wires at least one fifth of the cash capital to the blocked-capital bank account before registration, receives the deposit certificate (attestation de dépôt des fonds), and releases the rest within five years. SAS cash shares follow a one-half-upfront rule under article L227-2-1 with the same five-year horizon, which means a slightly larger initial wire for the same capital — a detail to budget when the funds travel across borders and exchange control or transfer delays apply. Either way the capital stays the company’s money, and recovering it means dividends, salary or a formal capital reduction, never a simple withdrawal.

Taking money out is where founders living abroad most often confuse salary with dividends, and the confusion is expensive. Salary to the president or the manager is deductible at company level and taxed in the hands of the recipient with social charges on top; dividends are paid from after-tax profit, carry no social charges for a non-managing shareholder, and require a prior legal finding: “Après approbation des comptes annuels et constatation de l’existence de sommes distribuables, l’assemblée générale détermine la part attribuée aux associés sous forme de dividendes” (article L232-12 of the Commercial Code). No distributable sums, no dividends — voting them anyway exposes the directors to criminal liability for fictitious dividends and to a withholding-tax reassessment, with the paying agent on the hook. The company itself pays corporation tax (IS, impôt sur les sociétés) on its profit, and “Le taux normal de l’impôt est fixé à 25 %” (article 219-I of the General Tax Code), before any distribution. For a foreign shareholder the French payer then applies the withholding tax of the applicable treaty, and the founder reclaims or credits it at home — a chain this firm has already mapped for SAS dividends paid abroad, whose reclaim mechanics apply equally here. The practical grid therefore reads as follows: SASU with an unpaid president for the testing phase, salary later when French activity justifies French cover; SARL with a majority manager only when the founder accepts the independent regime and steady drawings; equal multi-founder teams that want tailor-made vesting, preferred shares or exclusion clauses belong in the SAS, because only the SAS articles can carry that engineering.

B. How a founder abroad chooses and registers without flying in

The choice made, registration runs through one single door. Since January 2023 every creation, modification and closure in France passes through the Guichet unique (the single online company-formalities window), operated by the INPI (Institut national de la propriété industrielle, the French intellectual-property and business-registers office), which forwards the file to the greffe and feeds the RNE (registre national des entreprises, the national business register) — see the INPI page on the Guichet unique and the national register. A founder living abroad can file entirely online with electronic signature: draft bilingual-compatible articles (the filed version must be in French, with an English working translation alongside), deposit the capital with a French bank or notary from abroad, publish the creation notice in a legal gazette (JAL, journal d’annonces légales), and receive the SIREN, the SIRET (the fourteen-digit establishment identifier) and the Kbis within days if the file is clean. The three files that most often bounce for non-residents are proof of the registered office (a domiciliation contract with an approved provider works, and the greffe checks the address), proof of identity with apostille or legalised translation where required, and the capital-deposit certificate whose beneficiary name must match the draft articles to the letter. The administration’s own comparison of legal forms helps finalise the choice before filing (choosing the legal form of your business), and the full post-registration road — corporate bank account, VAT (TVA, taxe sur la valeur ajoutée) number activation, and the first French hire — is mapped step by step in this firm’s setting-up guide for foreign founders: bank account, Kbis, VAT and first hire, which continues exactly where this article stops. After registration, the calendar takes over: approve the accounts within six months of year-end, file them with the greffe, pay the IS instalments (acomptes) and the CFE (cotisation foncière des entreprises, the local business premises tax) — each with its own deadline and its own penalty for lateness.

One question returns in every consultation with founders abroad: can the form be changed later if the choice proves wrong. The answer is yes in both directions — a SARL can convert into a SAS and a SAS into a SARL — but conversion is a full corporate operation with its own reports, shareholder votes, tax elections and fresh filings with the Guichet unique and the greffe, plus a BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company events are published) notice, and it restarts parts of the administrative clock, including the bank’s know-your-customer review. Founders who expect their situation to change within eighteen months — testing unpaid this year, drawing salary next year, bringing in an investor the year after — usually pick the SASU from day one precisely because its articles can absorb those changes without conversion: add a pay slip, issue new share classes, admit a partner by amending the articles. Choosing the SARL to save a few hundred euros in drafting and then converting a year later costs a multiple of the initial saving, so the cheap form is only cheap when it matches the three-year plan.

Conclusion

For a foreign founder living abroad, the SAS-or-SARL question is really three questions in a trench coat. First, what social regime do you want: the general regime by assimilation with zero cost when unpaid, through a SAS presidency under article L311-3, 23°, confirmed by the Cour de cassation on 15 May 2025, or the independent-workers regime with its early billing through a majority SARL management under articles L311-3, 11° and L131-6. Second, how do you want to govern from a distance: tailor-made written articles and single-signature management under articles L227-6 and L227-9, or statutory meetings and majorities under articles L223-18 and L223-7. Third, how will money leave the company: deductible salary now, or after-tax dividends voted from distributable sums under article L232-12 once the 25 percent company tax of article 219-I is paid. Answer those three honestly and the form picks itself — most testing-phase founders land in the SASU, most steady-pay owner-managers land in the SARL. File through the Guichet unique, keep the deposit certificate name identical to the articles, confirm your social affiliation before the first payslip, and diarise the accounts deadline: France rewards founders who file early and punishes those who discover the calendar from a penalty notice.