Legal form lawyer in Paris: SAS, SARL, SASU or EURL according to your risk.

The SAS is the natural choice as soon as a fundraising, BSPCE (founder share warrants) or preference shares are envisaged. The SARL suits asset-holding or family structures, or stable businesses with no plan to open up their capital. The SAS offers complete freedom in its articles of association under Article L. 227-1 of the French Commercial Code (Code de commerce), with a chairman treated as an employee for social security purposes. The SARL imposes a rigid framework (Article L. 223-1 of the Commercial Code), with a majority manager under the self-employed regime. The director's social cost and the ease of opening up the capital are the two decisive criteria.

There is no legal minimum for these four forms: the share capital can be set at a symbolic 1 euro. Only the SA requires at least 37,000 euros, in accordance with Article L. 224-2 of the Commercial Code. In practice, share capital that is too low weakens credibility with banks and suppliers. For a service business, share capital of 1,000 to 5,000 euros is common. For a business with investments, higher share capital reflects the seriousness of the project.

The majority manager of an SARL (who holds more than 50% of the share capital alone or together with a spouse and minor children) falls under the self-employed regime (TNS), with social contributions of about 40% of net income. The minority or equal-shareholding manager is treated as an employee, with contributions of about 80% of net salary but protection comparable to that of an executive. The annual difference can reach 10,000 to 25,000 euros for equivalent remuneration.

The SASU places the chairman under the employee-equivalent regime, with social protection comparable to that of an executive, excluding unemployment insurance. An EURL held by an individual falls by default under the self-employed regime, with a lower social cost but less cover. For tax purposes, the SASU is subject to corporate income tax (IS) by operation of law, the EURL to personal income tax (IR) by default with a possible option for IS. The SASU converts into an SAS with no legal break, which often makes it the best vehicle for anyone expecting new shareholders to join.

No, not only in an SAS. BSPCE (bons de souscription de parts de créateur d'entreprise, founder share warrants) are reserved for companies limited by shares that are less than fifteen years old and subject to corporate income tax. The SARL is excluded because it issues shares (parts sociales) and not stock (actions). For a tech startup that expects to grant BSPCE to its first hires, a company limited by shares, in practice the SAS, is therefore necessary when the warrants are granted and advisable from incorporation. A late conversion from SARL to SAS is legally possible but costs more than careful drafting at incorporation.

A simple conversion generally costs between €3,000 and €6,000 incl. VAT in fees, to which are added the conversion auditor's report (€1,500 to €3,000), court registry and publication costs. The timeframe is about six to eight weeks. By comparison, SAS articles of association drafted at incorporation cost on average €1,500 to €3,000 incl. VAT. A late conversion therefore almost always costs more.

Yes. If a new shareholder joins the share capital of the EURL, it automatically becomes a multi-member SARL, with no formal conversion. The same rule applies to the SASU that becomes an SAS. This legal continuity is one of the advantages of these two single-shareholder forms. The articles of association must nevertheless be adapted to include the governance rules for several shareholders and, ideally, supplemented by a shareholders' agreement.

The choice depends on the rules specific to the profession or approval. Some activities require a particular form (SCP or SEL for regulated liberal professions, for example). Others require the shareholders themselves to be approved (asset management, chartered accountancy). Checking that the corporate purpose and the make-up of the share capital are compatible with sector-specific regulation is essential before registration.

As a rule, no: the corporate veil protects personal assets whatever form is chosen (SAS, SARL, SASU, EURL, SA). But this protection gives way in the case of mismanagement that contributed to a shortfall in assets (Article L. 651-2 of the Commercial Code), a fault separable from the director's functions, a personal guarantee or a breach of tax obligations. Documented governance and prudent management are the best protection.

The SAS, the SASU and the SA are subject to corporate income tax (IS) by operation of law, with no option for personal income tax (IR). The standard SARL is also subject to IS, except for an option for IR limited to five years for family SARLs or companies meeting certain conditions of size and age. The EURL of an individual shareholder falls under IR by default, with a possible option for IS. The choice determines the director's taxation and the dividend distribution strategy over several years.

No. Article 1844-1, paragraph 2 of the French Civil Code (Code civil) deems unwritten any stipulation that would wholly exempt a shareholder from losses or wholly deprive them of profits. This prohibition protects the fundamental balance of the company contract. The sanction is not the nullity of the company but the removal of the clause, which is deemed never to have existed. The risk arises mainly in poorly drafted investor agreements or promises to sell at a fixed price.

Yes. Article L. 225-1 of the Commercial Code requires at least two shareholders for the SA, as against seven before the ordinance of 10 September 2015. The SA remains rare in practice for very small and small and medium-sized businesses: minimum share capital of 37,000 euros, heavy formalities (board of directors or management board, statutory auditor mandatory in most cases), little flexibility in the articles of association. It is relevant mainly for companies intended to be listed.

The contributions auditor (commissaire aux apports) values contributions in kind (equipment, business, patent, building) to set the value recorded in the share capital. Appointment is in principle mandatory in an SARL and an SAS, but the shareholders may dispense with it unanimously if no contribution in kind exceeds €30,000 and if the total value of unvalued contributions does not exceed half of the share capital. Where there is no auditor, the shareholders are jointly and severally liable for five years towards third parties for the value recorded.

The two step in at different moments. The lawyer advises on the legal structure, drafts the articles of association and the agreement, and secures the contributions and the registration. The accountant sets up the bookkeeping, files VAT returns and handles payroll. Incorporation can be done online through the INPI one-stop shop, but a poorly drafted deed costs more to correct than to prevent. For a project with several shareholders or a planned fundraising, a lawyer is essential from the trade-off stage.

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 for an arbitration clause that derogates from this jurisdiction. The firm regularly pleads before this court and anticipates sensitive clauses when drafting the articles of association.