You live in London, New York, Dubai or Singapore, and you want a real operating company in France: a French bank account, French invoices, a French registration number, the ability to hire and to sign contracts under French law. The first legal question your French adviser will ask is which company type to create, and for a foreign founder the answer almost always comes down to two families: the SAS (société par actions simplifiée, a flexible joint-stock company) and the SARL (société à responsabilité limitée, a limited liability company with a more rigid statutory frame). Each has a single-shareholder version: the SASU (société par actions simplifiée unipersonnelle) and the EURL (entreprise unipersonnelle à responsabilité limitée). The choice looks administrative, but it governs who runs the company from abroad, how you bring in or force out a partner, how you take money home, and how much a mistake costs to undo.
This article compares the SAS, SASU, SARL and EURL from the point of view of a founder who does not live in France, step by step from incorporation to daily operation. A few French acronyms used below: the Kbis is the official company identity certificate; the greffe is the registry office of the commercial court that issues it; the RCS (Registre du commerce et des sociétés) is the companies register, now fed through the RNE (Registre national des entreprises); INPI (Institut national de la propriété industrielle) operates the single online filing window (guichet unique); the CGI (Code général des impôts) is the French Tax Code; URSSAF is the body that collects social contributions; and BODACC (Bulletin officiel des annonces civiles et commerciales) is the official gazette where company events are published. If you are starting from zero, read first our practical walkthrough of setting up a company in France as a foreign founder, from bank account and Kbis to VAT and first hire, then use this comparison to lock in the vehicle before you sign the articles (statuts).
I. How the SAS and the SARL Differ Before the Kbis Is Issued
A. SAS and SASU: Who Really Chooses This Company, and What Latitude Do the Articles Give a Founder Abroad?
The SAS is the vehicle of choice for most foreign investors, and the figures published by the French filing offices confirm its dominance for new incorporations year after year. The legal reason is contractual flexibility. Article L.227-1 of the Commercial Code, in force, 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. » Shareholders risk only what they put in, and almost everything about governance — who decides what, by which majority, with which information rights — is written by the founders in the articles rather than imposed by statute. For a founder living abroad, that flexibility is the whole point: you can keep full control from your home country, appoint yourself president without moving to France, create different classes of shares for a later investor, and organise remote written decision-making instead of flying to Paris for every signature.
Representation of the company toward third parties belongs to a president (président), who must be designated under the conditions set by the articles. Article L.227-6 of the Commercial Code, in force, 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. » In practice, the president is the person the bank, the greffe and your counterparties will ask to see on the Kbis. A foreign founder can be president while remaining resident abroad; no French residence permit is required for the corporate office itself, though living outside the European Union while managing day-to-day operations from France on visits raises separate immigration questions that belong to immigration counsel, not to company law. Banks, however, apply their own anti-money-laundering checks to a non-resident president and routinely ask for a passport, proof of address abroad, the signed articles, and evidence of the origin of the funds deposited as share capital before they release the capital-deposit certificate (certificat de dépôt des fonds) that the greffe requires for registration.
The single-shareholder SASU follows the same rules, with one person exercising the powers that the statute reserves to collective shareholder decisions. That simplicity is attractive for a solo foreign founder, but it concentrates every duty on one pair of shoulders: the same person signs the articles, appoints himself president, approves the annual accounts, and answers for filing deadlines. Because the articles can do so much in a SAS, the drafting stage is where a foreign founder either saves or loses money. Clauses on share transfers, approval (agrément), forced sale (exclusion) and non-compete must be negotiated before registration, since adding them later requires the consent that the very dispute may make impossible to obtain. Founders who download a template and register in a hurry regularly discover that their SAS protects nobody once a co-founder stops contributing from another country. The INPI single window will accept the filing either way; it checks completeness, not wisdom. Official guidance on the SAS, the filing steps and the supporting documents is published on the public service portal at service-public.fr and on the INPI portal at inpi.fr, and both should be read before the articles are signed, not after the dispute starts.
Capital discipline in a SAS is light but real. Shares representing cash contributions must be paid up (libérés) by at least one half on incorporation, with the balance callable within five years, while shares representing contributions in kind must be paid in full immediately and may require a contributions auditor (commissaire aux apports) unless the statutory exemption thresholds are met. A foreign founder wiring capital from abroad should keep the SWIFT confirmation and the bank’s deposit certificate together with the articles: the same paper trail will be demanded again at the first capital increase, at the first tax audit, and by any bank asked to unfreeze or upgrade the account. Which decisions must be taken collectively by the shareholders, whatever the articles say, is fenced by statute. Article L.227-9 of the Commercial Code, in force, reserves matters such as capital increases, reductions and amortisation, mergers, divisions, dissolution and transformation to collective shareholder decision. Everything else — day-to-day management, hiring, borrowing within the authorised ceiling, opening a branch office — can be allocated by the articles to the president alone, which is exactly what a founder operating across time zones needs.
B. SARL and EURL: Who Is This Company Built For, and What Does Its Rigid Frame Cost or Save a Non-Resident Founder?
The SARL is the older, more protective vehicle, designed for small groups of partners who know each other and want the statute itself to guard against surprises. Article L.223-1 of the Commercial Code, in force, provides: « La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports. » Like the SAS, it shields the founder’s personal assets up to the amount contributed, and its single-member version, the EURL, lets one person hold all the shares (parts sociales). The difference lies in rigidity: where the SAS lets founders invent their governance, the SARL imposes it. Management belongs to one or more managers (gérants), who must be individuals, and the statute fixes how they are appointed, how they can be removed, how shares are transferred, and which decisions require which majority.
That rigidity is a cost for a founder who wants tailor-made control from abroad, and a saving for a founder who wants default protection without paying for long bespoke articles. Article L.223-18 of the Commercial Code, in force, organises management of the SARL around the gérant, appointed by the shareholders in the articles or by a later decision, and sets the frame for the manager’s powers between shareholders. Unlike the SAS president, whose powers the founders can shape freely, the SARL manager operates inside statutory default rules that courts know by heart, which makes litigation outcomes more predictable but leaves less room to design remote-control governance. A non-resident founder can be gérant while living abroad under the same logic as the SAS presidency, and will face the same bank identity checks, the same need for a French registered address (siège social), and the same registration through the INPI single window. The company name must be followed by the words société à responsabilité limitée or the initials SARL plus the amount of the share capital, a formality banks and counterparties check on every Kbis.
Capital rules in a SARL are lighter at entry and stricter afterwards. Article L.223-7 of the Commercial Code, in force, provides: « Les parts représentant des apports en numéraire doivent être libérées d’au moins un cinquième de leur montant. La libération du surplus intervient en une ou plusieurs fois sur décision du gérant, dans un délai qui ne peut excéder cinq ans à compter de l’immatriculation de la société au registre du commerce et des sociétés. » Only one fifth of cash contributions is required on day one, which helps a founder testing the French market with limited funds, but the unpaid balance is a real debt of the shareholder to the company, callable by the manager within five years, and no new shares can be subscribed until the capital is fully paid up. Foreign founders sometimes treat the unpaid portion as optional because nobody calls it in year one; the buyer who later audits the company before acquiring it, or the liquidator who calls it when the company fails, will not share that view.
Removal of the manager is where the SARL’s protective logic shows its teeth. Article L.223-25 of the Commercial Code, in force, provides that the manager can be removed by shareholder decision and adds: « Si la révocation est décidée sans juste motif, elle peut donner lieu à des dommages et intérêts. » A majority shareholder living abroad who removes a French-based minority manager without a documented reason therefore buys a damages claim, and any shareholder can also ask the courts to remove the manager for legitimate cause (cause légitime). The SAS, by contrast, lets the articles provide for dismissal of the president ad nutum — freely, without reasons and without compensation — which investors prefer and managers fear. The Paris Court of Appeal illustrated the mechanism in a judgment of 23 April 2024 (Pôle 5, Chambre 8, RG n° 21/19606, courdecassation.fr/decision/6628a17ab2cb67000826a5bf), where a SAS president appointed for an indefinite term was removed by the supervisory committee under articles authorising ad nutum removal, and the court examined whether the procedure and the information given to the removed president satisfied the articles. The lesson for a foreign founder is symmetrical: in a SAS, write the removal clause you will need before the relationship sours; in a SARL, document the reasons before you vote a removal, because the statute will make you pay for a bare majority vote.
II. What Your Choice Changes Once the French Company Exists
A. How Do You Bring In, Block or Force Out a Partner From Abroad: Transfers, Approval Clauses and Exclusion?
Every foreign founder eventually faces the same three questions: can I sell, can I stop my partner from selling to a stranger, and can I force out a partner who no longer contributes. The SAS and the SARL answer them with opposite philosophies, and the answer chosen at incorporation binds the founder for years. In a SARL, the statute locks the door by default. Article L.223-14 of the Commercial Code, in force, provides: « Les parts sociales ne peuvent être cédées à des tiers étrangers à la société qu’avec le consentement de la majorité des associés représentant au moins la moitié des parts sociales, à moins que les statuts prévoient une majorité plus forte. » A transfer to an outsider requires the consent of shareholders holding at least half the shares, the project must be notified to the company and to each shareholder, and silence for three months counts as consent. Between spouses, or by inheritance, specific family rules apply, but the principle stands: no stranger enters a SARL without a shareholder vote. For a foreign founder with a French partner, that default is genuine protection supplied directly by the statute; for a founder who wants to sell quickly to the highest bidder, it is a three-month procedure with a possible refusal and a statutory buyback mechanism to manage.
In a SAS, the door is open by default and locked only if the founders wrote the lock. Article L.227-14 of the Commercial Code, in force, provides: « Les statuts peuvent soumettre toute cession d’actions à l’agrément préalable de la société. » Approval, lock-up (inaliénabilité) for up to ten years, pre-emption rights and forced-sale clauses exist only if the articles create them, in the conditions the articles determine. A SAS whose articles say nothing lets any shareholder sell to anyone, which suits a founder planning a fast resale but exposes a two-founder Franco-foreign venture to the arrival of an unknown co-shareholder. The practical advice is blunt: if your SAS articles contain no transfer clause, you have chosen unrestricted transferability, whether you meant to or not. Review the articles before the first funding round, because no investor will accept a veto that does not exist, and no co-founder can invoke protection the articles never wrote.
Forcing a shareholder out — exclusion — is the sharpest difference. In a SAS, the articles may organise it directly. Article L.227-16 of the Commercial Code, in force, provides: « Dans les conditions qu’ils déterminent, les statuts peuvent prévoir qu’un associé peut être tenu de céder ses actions. » Founders can define trigger events (loss of a visa, breach of a contribution commitment, departure of a key person), the price formula, and the procedure. But the Court of Cassation polices the procedure strictly. In a judgment of 29 May 2024 (Commercial Chamber, pourvoi n° 22-13.158, courdecassation.fr/decision/6656c52f67f9f2000812249e), the Court held, on the combined reading of Articles 1844 and 1844-10 of the Civil Code and Article L.227-16 of the Commercial Code: « 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. » An exclusion clause that silences the targeted shareholder on his own exclusion is treated as unwritten, and the exclusion falls. Foreign founders drafting from abroad should therefore provide notice, a file, a vote in which the targeted shareholder participates, and a price mechanism — and then follow that procedure to the letter, because French courts annul exclusions for procedural breaches even when the business reasons were sound.
The SARL has no equivalent tailor-made exclusion tool, and founders sometimes try to import one by copying SAS wording into SARL articles. The Court of Cassation’s answer, given on 9 November 2022 (Commercial Chamber, pourvoi n° R 21-10.540, courdecassation.fr/decision/636b6d2a67b11ddcd1c423cc), is instructive beyond its facts: « Il résulte de l’article L. 231-6, alinéa 2, du code de commerce qu’est licite une clause des statuts d’une société commerciale à capital variable stipulant que tout associé peut être exclu de la société pour justes motifs par une décision des associés réunis en assemblée générale statuant à la majorité fixée pour la modification des statuts, quand bien même cette clause ne précise pas les motifs d’exclusion. » That blessing concerns variable-capital companies under Article L.231-6 of the Commercial Code, in force, not ordinary SARLs, where forcing out a minority shareholder remains narrow and usually passes through a court-approved withdrawal (retrait judiciaire) for just reasons or a negotiated buyback. A foreign majority shareholder who assumes a SARL offers the same clean exclusion as a SAS will learn the opposite at the worst moment. Choose the SAS if a future forced exit is foreseeable; accept the SARL if the partnership is meant to be locked and stable, and price that lock into your shareholders’ agreement accordingly.
B. How Do You Take Money Home and Pay French Tax: Corporate Tax, Dividends, Salary and Social Charges?
Once the company earns money, the founder abroad wants to be paid, and France taxes each channel differently. Both the SAS and the SARL are, by default, subject to corporate income tax (impôt sur les sociétés, IS). Article 206 of the Tax Code (CGI), in force, lists among companies liable to corporate tax the sociétés à responsabilité limitée that have not opted for partnership taxation and, by the same mechanism, the SAS and SASU. The standard rate in 2026 is 25 percent on profits, with a reduced 15 percent rate on the first 42,500 euros of profit for qualifying small and medium companies, and the tax is paid through quarterly instalments (acomptes) followed by a balance, all declared and paid online on the tax portal at impots.gouv.fr. A temporary five-year option for partnership transparency exists for young small companies, but it is the exception that must be elected unanimously and on time, not the default a foreign founder can assume.
Dividends are the natural channel for a non-resident shareholder, and France withholds tax at source before the money leaves. Dividends paid by a French company to a shareholder resident abroad are subject to a withholding tax (retenue à la source) whose rate depends on the shareholder’s country of residence and on the applicable double-tax treaty, with domestic rates commonly at 25 percent for individuals absent treaty relief and specific documentation to claim the reduced treaty rate. The paying company, not the shareholder, is responsible for levying and remitting the withholding, which means a SAS president or SARL manager living abroad must organise the paperwork — certificate of residence, treaty claim form, custodian coordination — before the distribution is voted, not after the cash has been wired. Dividends also require distributable profits established by approved annual accounts; distributing fictitious dividends exposes the manager or president to civil liability and, where the accounts were manipulated, to criminal liability for presenting inaccurate accounts. Foreign founders should therefore treat the annual approval of accounts within six months of year-end, and their filing with the greffe, as the gateway to any lawful distribution.
Salary is the alternative channel, and here the SAS and the SARL diverge sharply on social charges. The president of a SAS is treated, for social security purposes, as equivalent to an employee (assimilé salarié) for the general scheme: contributions are due on actual remuneration, with no minimum flat charge when no salary is paid, which suits a founder abroad who takes dividends and pays himself no French salary in the early years. The majority manager of a SARL belongs instead to the self-employed scheme, with minimum flat contributions even in loss-making years and a different level of coverage, notably on pensions and daily allowances. The distinction reverses for a minority or non-shareholder SARL manager, who rejoins the employee-equivalent scheme. URSSAF, the collection body, audits the classification and reassesses the company where salaries were disguised as dividends or where a manager worked without affiliation; contribution notices arrive at the French registered office, so a founder abroad needs a reliable process — accountant, domiciliation agent, or local correspondent — to receive and answer them within the short challenge deadlines. Our companion analysis of URSSAF audits of French companies run from abroad details the control procedure and the remedies.
Value added tax (VAT, taxe sur la valeur ajoutée, TVA) applies identically whatever the vehicle: a French company charges French VAT once liable, files periodic returns (CA3), and reclaims VAT on its purchases, with registration handled through the same INPI single window and the company’s SIREN number issued by INSEE. Non-EU founders without a French establishment who only need to account for French VAT on specific operations use a different route — direct VAT registration with the non-resident tax office and, depending on the country, a tax representative (représentant fiscal) — which is a tax procedure, not a company type, and must not be confused with creating a SAS or SARL. Finally, closing or selling the vehicle differs in cost: selling SAS shares is a private deed plus registration and an update of the share register, while selling SARL shares requires a written transfer, registration with the tax office, notification to the company, and publication; dissolving either vehicle means a dissolution decision published in a legal gazette (journal d’annonces légales), a liquidator’s filing at the greffe, and a closing entry in BODACC. Price those exit steps on day one: founders who compare only incorporation fees regularly choose a vehicle whose exit costs twice as much when the French adventure ends or succeeds into a sale.
Conclusion
For a founder living abroad, the SAS and SASU offer contractual flexibility — a presidency that can be held from another country, transfer and exclusion clauses written to measure, removal without statutory damages where the articles provide for it, and a social regime with no salary, no contributions — at the price of drafting discipline: every protection must be written before registration, and every exclusion procedure must be followed exactly, with the targeted shareholder voting, or the courts will annul it. The SARL and EURL offer statutory protection — approval of outsiders by default, a manager whose unjustified removal gives damages, predictable court-made rules — at the price of rigidity: no clean contractual exclusion, slower transfers, and a self-employed social regime with minimum charges for the majority manager. Both are liable to French corporate tax, both distribute only out of approved profits with withholding before the money leaves France, and both answer to URSSAF, the greffe and the tax portal on the same calendar. Match the vehicle to the plan: a SAS for a venture that will raise funds, bring in partners or need a forced exit; a SARL for a stable closely held business where the statute’s locks are a feature rather than a burden. For official filings use the INPI single window at inpi.fr, for company and tax law texts the official code database at legifrance.gouv.fr, for practical incorporation steps the public service portal at service-public.fr, and for declarations and payments the tax portal at impots.gouv.fr.