Company formation lawyer Paris: choosing the structure, securing the articles of association and launching the business.

There is no single best form in the abstract. The choice depends on the number of shareholders, the financing horizon, the director's social security regime, the intended tax treatment and the plans for a future sale. The SAS remains the most common form in Paris for projects open to outside capital. The SARL suits asset-holding or family structures. The firm sets out the trade-off in writing with a quantified comparison.

Beyond the statutory registration and publication costs (around €200 to €300 for an SAS or SARL), the fees for assistance vary with the complexity of the matter (number of shareholders, contributions in kind, fundraising, shareholders' agreement). A standard formation with drafting of the articles of association and a simple shareholders' agreement is generally priced from €2,500 incl. VAT. Multi-shareholder projects with investors start at €4,500 incl. VAT.

A complete file filed with the INPI one-stop shop is registered on average within fifteen business days. The timing depends on how complete the documents are, the consistency of the corporate purpose, any need for a prior authorisation and the workload of the court registry. The firm anticipates the control points to limit formal rejections.

No. For the SARL and the SAS, the shareholders may decide unanimously to dispense with one if no contribution in kind exceeds €30,000 and the total value of the unvalued contributions in kind does not exceed half of the share capital (Article L. 223-9 of the French Commercial Code). Without an auditor, the shareholders are jointly and severally liable to third parties for five years for the value adopted.

The articles of association are public, enforceable against third parties and establish the existence of the company. They contain the mandatory contents of Article L. 210-2 of the French Commercial Code (form, duration, name, registered office, corporate purpose, share capital). The shareholders' agreement is a private contract between its signatories, more flexible and confidential. It governs what the articles of association cannot say with as much precision: a quantified exit, valuation, fine-grained governance and preferential rights.

There is no statutory minimum for the SARL and the SAS: the share capital can be set at a token €1. The SA requires share capital of at least €37,000, in accordance with Article L. 224-2 of the French Commercial Code. In practice, share capital that is too low weakens credibility with banks and suppliers; share capital that is overvalued can become difficult to pay up in cash within the statutory time limits.

A cash contribution is paid immediately (at least one fifth for the SARL, half for the SAS) and the balance within five years. A contribution in kind transfers an asset (equipment, business, patent) to the company and must be rigorously valued. A contribution of work or know-how (apport en industrie) remains rare: it entitles the contributor to profits but does not form part of the share capital. The choice depends on the available cash and the assets to be transferred.

As a rule, no: the corporate veil protects personal assets. But this protection gives way in the event of a management fault that contributed to a shortfall in assets (Article L. 651-2 of the French Commercial Code), a fault separable from the director's duties, a personal guarantee or a breach of tax obligations. Documented governance is the best protection.

As soon as there are at least two shareholders. The subjects to settle: exit rules (drag-along, tag-along, bad leaver), valuation on a sale, fine-grained governance, enhanced information rights and a deadlock-resolution clause. The agreement is drafted in parallel with the articles of association and ideally signed on the same day.

If the company has not yet been formed, the project cannot proceed without that shareholder's agreement. You must then renegotiate or leave the shareholder out of the capital table before signing. If the company already exists and the change is to the articles of association, the majority rules in the articles apply. An abusive blocking vote may be sanctioned as an abuse of minority rights (Cass. com., 14 January 1992, Vitama case).

Yes. The usual grounds: a corporate purpose incompatible with a regulated activity without authorisation, incomplete or non-compliant documents, a name already registered with the INPI, an unjustified registered office, or a director subject to a management ban. The firm checks each sensitive point before filing to avoid a rejection or a request for further documents.

Yes, by collective decision of the shareholders under the majority rules in the articles of association (an extraordinary general meeting for the SARL, a collective decision for the SAS as provided by the articles). Any amendment must be published and declared to the Trade and Companies Register. The cost and the timing increase with the complexity: change of corporate purpose, transfer of the registered office to another département, conversion into another form.

The two step in at different times. The lawyer designs the legal structure, drafts the articles of association and the shareholders' agreement, and secures the contributions and the registration. The accountant sets up the bookkeeping, files the VAT returns and handles payroll. A company can be formed online through the INPI one-stop shop, but a badly drafted deed costs more to correct than to prevent.

By default, the SAS, the SASU and the SA are subject to corporate income tax (IS). The standard SARL is too, unless it opts for personal income tax (IR), limited to five years for family SARLs or companies meeting certain conditions. The EURL of an individual sole shareholder falls under IR, unless it opts for IS. The choice affects the director's taxation and the dividend distribution strategy.

Disputes between shareholders and those relating to the running of the company fall within the jurisdiction of the commercial court (tribunal de commerce) of the registered office, that is the Paris commercial court for a company registered in the capital. The articles of association may provide an arbitration clause that departs from this jurisdiction. The firm regularly appears before this court.