A foreign founder can bring a second shareholder into a French SASU, but the expression \u201cconversion into a SAS\u201d hides an important legal distinction. A SASU is not a separate corporate form from a SAS: it is a soci\u00e9t\u00e9 par actions simplifi\u00e9e (SAS, simplified joint-stock company) with one shareholder. Once a second shareholder acquires shares or subscribes for newly issued shares, the company operates with several shareholders and must be regularised as a SAS in its corporate records and public filings.<\/p>\n
The operation does not normally create a new legal person. The company\u2019s contracts, tax history, employees, bank relationships and SIREN identifier (the nine-digit French business identification number) remain attached to the same company. The risk lies elsewhere: an informal transfer, an unusable English-only document, a missed approval clause, an incomplete register of share movements, or a defective Guichet unique filing can leave the incoming investor unable to prove when ownership began. The Kbis, meaning the official extract from the Trade and Companies Register, may then remain inaccurate.<\/p>\n
This guide addresses an already registered French SASU whose founder is abroad or whose incoming investor is abroad. It separates a sale of existing shares from a capital increase, explains the records and filings that must follow, and identifies the cross-border evidence to prepare. The immigration position of a person moving to France is a separate subject; holding shares from abroad is not the same question as carrying out salaried work in France.<\/p>\n
The starting point is Article L. 227-1 of the French Commercial Code. It states that a SAS \u201cpeut \u00eatre institu\u00e9e par une ou plusieurs personnes\u201d and adds that, when the company has only one person, that person is the \u201cassoci\u00e9 unique\u201d, meaning sole shareholder. The official text is available in the L\u00e9gifrance version of Article L. 227-1<\/a>. The legal form remains a soci\u00e9t\u00e9 par actions simplifi\u00e9e; SASU is a practical description of its one-shareholder configuration.<\/p>\n That distinction matters because Article L. 227-3 uses the words \u201cLa d\u00e9cision de transformation en soci\u00e9t\u00e9 par actions simplifi\u00e9e est prise \u00e0 l\u2019unanimit\u00e9 des associ\u00e9s.\u201d That provision concerns a company changing from another form, such as a soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e (SARL, limited liability company), into a SAS. It is not the correct analysis when an existing SASU receives a second shareholder. The company is already a SAS. The event is an entry into the capital, followed by the removal of the sole-shareholder configuration from the registered information and the adaptation of the statutes.<\/p>\n Article L. 210-6 of the Commercial Code also protects the continuity analysis: a regular transformation does not create a new legal person. Its opening sentence says that commercial companies acquire legal personality from their registration in the Trade and Companies Register. The same article deals with the consequences of acts made for a company in formation. Read with Article L. 227-1, it supports the practical conclusion that a post-registration move from one shareholder to several does not require a dissolution followed by a new incorporation. The founder should therefore preserve the company\u2019s contracts, licences, employment relationships, tax account and accounting history, subject to any contract-specific change-of-control clause.<\/p>\n In ordinary cases, the SIREN remains unchanged. The SIRET number, which identifies a particular establishment by adding a site code to the SIREN, also normally remains unchanged if there is no change of establishment or registered office. The Kbis should nevertheless be checked after the filing. The public record may need to reflect a change to the legal-form description, the disappearance of the sole-shareholder mention, a change of capital, or a change of president if the transaction includes a governance change.<\/p>\n There are two principal routes for the second shareholder:<\/p>\n A mixed transaction is possible: the investor can buy some existing shares and subscribe for new shares. That structure requires separate treatment of the sale, the issuance, the valuation, the tax registration and the corporate approvals. Calling the entire package a \u201cSASU conversion\u201d is not enough for the closing file.<\/p>\n The date also has to be separated into several dates. There may be a signing date, a payment date, the date on which an approval condition is satisfied, the date on which the shares are entered in the buyer\u2019s securities account, the date of the shareholder decision, the date of the announcement, and the date on which the modification is filed through the French single filing portal. Those dates do not all have the same legal effect. In particular, the founder should not promise voting rights or dividend rights to the investor solely because a document was signed if the statutory and securities records have not been completed.<\/p>\n For a foreign founder, this is the first practical test: decide whether the investor is paying the founder or funding the company, identify the exact number and class of shares, and choose one effective closing date that can be reproduced in the transfer agreement, the minutes, the register of movements and the filing. If the transaction is conditional on financing, regulatory clearance or a bank account, the conditions should be expressed rather than left in emails.<\/p>\n The statutes are usually drafted for a sole decision-maker. After the second shareholder enters, they become the operating constitution of a two-person or multi-person company. Article L. 227-9 provides that the statutes determine which decisions must be taken collectively and the forms and conditions for doing so. The current text also reserves certain matters, including capital increases, capital reductions, mergers, dissolution, a transformation into another form, statutory auditors, annual accounts and profits, to collective shareholder action under the statutory rules. Its wording begins: \u201cLes statuts d\u00e9terminent les d\u00e9cisions qui doivent \u00eatre prises collectivement\u201d. The official L\u00e9gifrance chapter page for Article L. 227-9<\/a> contains the applicable text.<\/p>\n Article L. 227-20 is easy to overlook. It says that Articles L. 227-13 to L. 227-19 do not apply to a company with only one shareholder. Clauses concerning inalienability, approval, nullity of an irregular transfer, forced transfer, change of control and related mechanisms may therefore have little or no practical work to do while the company is a SASU. When a second shareholder enters, the company has to read those clauses as live rules. The founder should not assume that a clause which was harmless in the SASU will be commercially neutral in a SAS.<\/p>\n The first review concerns the approval route. Article L. 227-14 provides that the statutes may subject any transfer of shares to the company\u2019s prior approval. The official rule is short: \u201cLes statuts peuvent soumettre toute cession d\u2019actions \u00e0 l\u2019agr\u00e9ment pr\u00e9alable de la soci\u00e9t\u00e9.\u201d It is reproduced on L\u00e9gifrance, Article L. 227-14<\/a>. Check whether the clause covers a transfer to a new shareholder, whether it applies to an existing shareholder, which body decides, what notice is required, how the vote is counted, and what happens if approval is refused.<\/p>\n Article L. 227-15 adds the sanction: \u201cToute cession effectu\u00e9e en violation des clauses statutaires est nulle.\u201d The official L\u00e9gifrance text of Article L. 227-15<\/a> should be read with the actual statute rather than used as a substitute for it. The Commercial Chamber of the Cour de cassation clarified the scope in its judgment of 21 June 2023, pourvois nos. 21-25.952 and 22-12.045<\/a>: the nullity rule addresses a transfer freely consented to in breach of a statutory transfer clause, not every forced transfer arising from an exclusion mechanism. The Court\u2019s formulation refers to a \u201ccession d\u2019actions librement consentie\u201d. That distinction supports careful drafting of both an approval clause and an exclusion clause.<\/p>\n Article L. 227-19 distinguishes clauses that require unanimity from clauses adopted under the forms and conditions already stated in the statutes. The L\u00e9gifrance text of Article L. 227-19<\/a> should be checked before changing an inalienability, change-of-control or exclusion provision. A founder who tries to insert a veto for the incoming investor in the same document as the investment may discover that the amendment requires a different voting threshold from the amendment of an ordinary administrative clause.<\/p>\n The second review concerns decision-making. A two-person company needs rules for notice, quorum, voting rights, written consultations, electronic meetings, minutes, reserved matters and conflicts of interest. A 50\/50 split without a deadlock mechanism can prevent a budget, new borrowing, a major contract, an acquisition, a hiring decision or a future financing round. The statutes or a carefully coordinated shareholders\u2019 agreement should identify the escalation path: negotiation, a cooling-off period, mediation, a casting mechanism if appropriate, a buy-sell mechanism, or a defined exit process. The mechanism must not contradict the mandatory rules or the company\u2019s own approval and exclusion provisions.<\/p>\n The third review concerns the president. Article L. 227-5 says that the statutes fix the conditions in which the company is managed. Article L. 227-6 then states that the company is represented toward third parties by a president designated under the statutes and that the president has the widest powers to act in the company\u2019s name within the corporate purpose. The official L\u00e9gifrance version of Article L. 227-6<\/a> uses the words \u201cLa soci\u00e9t\u00e9 est repr\u00e9sent\u00e9e \u00e0 l\u2019\u00e9gard des tiers par un pr\u00e9sident\u201d. The new shareholder does not automatically become president, and the existing president does not automatically lose office. If the investor is to receive a board or management role, approve that change expressly, obtain acceptance of office where required, and file it with the other modifications.<\/p>\n The fourth review concerns related-party arrangements. A foreign parent may finance the company, license software, provide management services, supply equipment or guarantee a bank facility. Article L. 227-10 requires a report on specified agreements involving the company, its president, a director or an investor holding more than 10 percent of voting rights; the associates then decide on that report. For a sole shareholder, the rule is reduced to recording the relevant conventions in the decisions register. After the second shareholder enters, the collective procedure may become active. The statutory text is available in the L\u00e9gifrance chapter for Article L. 227-10<\/a>.<\/p>\n The Commercial Chamber\u2019s judgment of 18 May 2010, pourvoi no. 09-14.855<\/a>, is a useful warning against treating every statutory irregularity as having the same sanction. The Court stated that, subject to statutory exceptions, \u201cle non-respect des stipulations contenues dans les statuts … n\u2019est pas sanctionn\u00e9 par la nullit\u00e9\u201d. The conclusion is not that the statutes can be ignored. It is that the adviser must identify the correct legal route: a statutory decision, a transfer condition, an opposability issue, a contractual claim, or a specific nullity rule.<\/p>\n Finally, compare the statutes with the shareholders\u2019 agreement. The statutes govern the company and are relevant to third parties; the agreement normally governs the contracting shareholders and may contain confidential commercial terms. The two documents should use the same definitions for shares, voting percentages, reserved matters, transfer restrictions and valuation. An English-language shareholders\u2019 agreement does not correct an inconsistent French statute, an absent order of movement, or a missing corporate decision.<\/p>\n The correct route depends on the economic purpose of the transaction. If the founder wants to realise part of the value already created, a sale of existing shares is usually the natural route. If the business needs cash to hire, develop, obtain a licence or satisfy an investment plan, a capital increase is usually more coherent. The parties should not use a nominal share price or an artificial capital increase to avoid discussing valuation, tax or shareholder rights.<\/p>\n Route one: sale of existing shares.<\/strong> Start with a review of the current articles, the number of issued shares, any preferred rights, pledges, vesting arrangements, approval or pre-emption provisions, and the founder\u2019s acquisition cost. The sale agreement should identify the seller and buyer by their full legal names, addresses, nationality or incorporation details, the French company\u2019s name and SIREN, the exact number and class of shares, the price, payment mechanics, closing conditions, the effective transfer date, representations, disclosure schedules, liability caps, confidentiality, governing law and dispute resolution. If the founder is a foreign company, obtain evidence of its existence and the authority of the signatory rather than relying on a trading name.<\/p>\n Service Public Entreprendre explains that an act of transfer is not always mandatory for shares in a SAS or SASU, but recommends a written act because it proves the agreement and its terms. Its official page on the transfer of shares in a SAS or SASU<\/a> lists the parties, the company\u2019s identity, the number and designation of shares, the price and payment terms, and any approval as the information to include in a transfer document. A foreign founder should prepare a French version or a bilingual version so that the corporate record and the filing can be checked without a translation dispute.<\/p>\n Signature is only one part of closing. Article L. 228-1 provides that, for non-listed securities outside a central depositary system, the transfer of ownership results from entry of the securities in the buyer\u2019s account. The official L\u00e9gifrance text of Article L. 228-1<\/a> states that \u201cle transfert de propri\u00e9t\u00e9 r\u00e9sulte de l\u2019inscription des valeurs mobili\u00e8res au compte de l\u2019acheteur\u201d. Article R. 228-10 adds that the entry is made on the date agreed by the parties and notified to the issuing company; see the current L\u00e9gifrance text of Article R. 228-10<\/a>.<\/p>\n The Cour de cassation applied those rules to private-company shares in its Commercial Chamber judgment of 18 September 2024, pourvoi no. 23-10.455<\/a>. The decision says that the transfer results from registration in the buyer\u2019s individual account or the issuer\u2019s nominative securities register, and that the date cannot precede notification to the issuer. It also uses the phrase \u201cle cessionnaire acquiert la qualit\u00e9 d\u2019actionnaire \u00e0 la date effective de l\u2019inscription\u201d. For a remote closing, send the company a dated transfer instruction, record the entry in the register of movements of securities, open or update the buyer\u2019s individual securities account, and retain the notification and proof of receipt.<\/p>\n The tax step is separate from the securities step. Article 726 of the General Tax Code, or CGI (Code g\u00e9n\u00e9ral des imp\u00f4ts), applies a 0.1 percent registration duty to transfers of shares in non-listed companies, with special rules for companies whose assets are mainly real estate. The official L\u00e9gifrance version of Article 726 CGI<\/a> also addresses an instrument made abroad concerning shares in a company whose registered office is in France. Service Public states that a written transfer act must be presented for registration within one month of signature, and that an unwritten transfer must nevertheless be declared within one month. The minimum charge and the competent tax office should be checked for the specific transaction.<\/p>\n The French tax administration also provides guidance for non-residents. Its page on declaring a transfer of social rights when the seller or buyer is a non-resident<\/a> identifies the competent service when both parties are abroad and confirms the 0.1 percent rate for shares in a non-listed company, subject to the statutory exceptions. If a foreign jurisdiction has imposed a comparable duty, obtain advice before claiming a credit or assuming that the French duty disappears.<\/p>\n There may also be a separate employee-information analysis where the sale concerns more than half of the capital. The current Service Public page contains the rule for the relevant small-company situations and its 2026 update. Do not assume that a foreign buyer or a remote signature removes that obligation. Confirm the number of employees, the presence or absence of the relevant employee representative body, the percentage transferred and the timing before setting an unconditional closing date.<\/p>\n Route two: capital increase.<\/strong> In this route, the company issues new shares to the incoming investor. The sole shareholder first approves the transaction in the form required by the current statutes, and the resolution should state the amount of the increase, the nominal value, any issue premium, the number and class of new shares, the subscription price, the closing conditions, the allocation, the payment terms and the resulting amendment to the capital article. It should also authorise the president to receive the subscription and complete the records and filings.<\/p>\n An issue for cash normally requires proof that the subscription funds have been paid into the company\u2019s account or into the account used for the capital deposit. An issue for a contribution in kind, such as equipment, intellectual property or a business asset, requires a separate valuation analysis. Service Public\u2019s page on increasing a company\u2019s share capital<\/a> lists the signed decision, updated statutes, publication evidence, the deposit certificate for cash and, where relevant, the report of a commissaire aux apports, meaning an independent contribution auditor. For an in-kind contribution, the statutory exemptions and the 30,000-euro and half-capital conditions must be checked rather than assumed.<\/p>\n A cash subscription is not the same taxable event as a sale of existing shares. The 0.1 percent transfer duty under Article 726 CGI is associated with a transfer, not simply with a subscriber paying for newly issued shares. Other costs can still arise: legal drafting, a bank or depositary process, an announcement, the Guichet unique filing, an auditor, a valuation, and any tax or accounting treatment of a contribution in kind. The resolution and the accounting entry should tell the same story.<\/p>\n Consider a practical example. A founder in Canada owns all 10,000 shares of a French SASU. A French commercial partner wants 20 percent and will pay the founder for the existing track record. A sale of 2,000 shares may fit that purpose, subject to the transfer records and tax registration. If the partner instead needs to inject 250,000 euros to finance employees and product development, issuing new shares may better protect the company\u2019s cash position. The percentage cannot be copied from the price without a valuation: the issue price must reflect the rights attached to the new class and the agreed post-money ownership.<\/p>\n For a foreign investor, protect the closing against four recurring mistakes. First, do not confuse a subscription promise with the issuance of shares. Second, do not record a buyer in the shareholder ledger before the agreed condition and payment have occurred. Third, do not change the percentage in the statutes without updating the movement register and the individual securities accounts. Fourth, do not make the Kbis filing describe a capital increase when the economic documents show a sale, or the reverse.<\/p>\n After the corporate decision and transaction documents are signed, prepare one coherent modification file. It will normally include the minutes of the sole shareholder or the collective shareholders, the signed transfer deed or subscription documents, the order of movement or evidence of securities entry, the updated statutes, the capital and ownership table, the president\u2019s acceptance if management changes, the legal-notice publication certificate where required, the tax-registration evidence where a transfer is involved, the beneficial-owner declaration, and the filing receipt. Keep the English commercial agreement and the French corporate documents together; a later audit must be able to trace each percentage and date.<\/p>\n Foreign identity and authority.<\/strong> For an individual investor, obtain a clear copy of the passport or national identity document, the residential address and the information needed for the register. For a corporate investor, obtain a current registry extract or equivalent, the registered office, the legal form, the registration number and a document proving who can sign. Where a foreign document must be legalised, apostilled or translated by a sworn translator, determine that requirement by reference to the issuing country and the receiving authority. An apostille is not a universal substitute for a translation, and a translation is not proof that the signatory had authority.<\/p>\n If the founder signs through a proxy, the mandate should identify the company, the transaction, the number of shares or the capital amount, the authority to sign the corporate resolutions, the authority to notify the issuing company and the authority to file the modification. Keep the signed mandate and the evidence of the proxy\u2019s identity. A broad email instruction may be commercially useful but may not prove the representative\u2019s corporate authority to a bank, the registrar or a tax office.<\/p>\n Announcement and single filing.<\/strong> The INPI, the Institut national de la propri\u00e9t\u00e9 industrielle (National Institute of Industrial Property), explains that a change affecting information shown on the Kbis, such as the legal form, capital or registered office, requires publication in an authorised legal-notices medium. Its current guidance on modifying a company<\/a> also lists the addition, modification or removal of a person involved in management and the addition, removal or modification of beneficial owners among the formalities handled through the portal. Whether a pure share transfer requires a publication depends on the actual modifications; do not publish a generic notice without checking what the transaction changes.<\/p>\n Article L. 123-33 of the Commercial Code makes the electronic single filing system the normal route for creating, modifying or ending an enterprise, subject to regulated-activity exceptions. It describes a \u201cd\u00e9p\u00f4t d\u2019un seul dossier\u201d and provides that the filing is treated as a declaration to the relevant recipient when the dossier is regular and complete. The official L\u00e9gifrance text of Article L. 123-33<\/a> should be read with the INPI instructions. The filing is made through the Guichet unique operated by INPI; the receipt proves submission, not necessarily that the RCS has accepted every document.<\/p>\n When the file concerns an existing company, select a modification of the company rather than creating a second business. Upload the signed minutes and updated statutes in the requested categories. If the interface requests a capital table, enter the post-closing numbers, not the pre-closing numbers. If it requests the president, use the person who is actually in office after the transaction. If a shareholder remains abroad, state the foreign address accurately and do not replace it with the French registered office.<\/p>\n The French registered office is a separate requirement. Article L. 123-11 says that a legal person seeking registration must prove enjoyment of the premises where it installs its registered office. The official L\u00e9gifrance text of Article L. 123-11<\/a> applies even when the shareholders live abroad. Adding a foreign shareholder does not move the company\u2019s registered office outside France, and a foreign investor\u2019s home address is not a substitute for the company\u2019s French domiciliation evidence.<\/p>\n RCS, RNE and Kbis checks.<\/strong> RCS means Registre du commerce et des soci\u00e9t\u00e9s, the Trade and Companies Register. RNE means Registre national des entreprises, the National Business Register maintained through INPI. The greffe is the clerk\u2019s office of the competent commercial court. The Kbis is an extract proving the public registration of a commercial company, but it is not a complete cap table. Service Public notes that shareholders of a SAS do not generally appear as individual names on the Kbis. The ownership proof remains the transfer deed or subscription file, the register of movements, shareholder accounts, the statutes where they state ownership, the accounting records and the beneficial-owner declaration.<\/p>\n Article R. 123-54 of the Commercial Code requires declarations about the names, personal addresses, dates and places of birth and nationalities of relevant managers, presidents, directors and other persons with power to manage or bind the company. For corporate persons, the declaration extends to the corporate name, legal form, registered office and, depending on the jurisdiction, registry information or the individuals who can manage or bind that person. The current L\u00e9gifrance version of Article R. 123-54<\/a> is particularly important for a foreign corporate shareholder or a foreign president. Check every spelling, transliteration and address against the identity documents.<\/p>\n Beneficial owners.<\/strong> RBE means registre des b\u00e9n\u00e9ficiaires effectifs, the register of beneficial owners. Article L. 561-46 of the Monetary and Financial Code requires companies to declare information about their beneficial owners through the body referred to in Article L. 123-33. The official L\u00e9gifrance text of Article L. 561-46<\/a> refers to identification information, personal domicile and the way in which control is exercised. INPI\u2019s guidance on beneficial owners<\/a> identifies, in practice, individuals who directly or indirectly hold more than 25 percent of the capital or voting rights, individuals who control management or the shareholders\u2019 meeting by another means, and, if no such person can be identified, the legal representative.<\/p>\n This is where a foreign corporate investor creates extra work. Map the ownership chain to the natural persons who ultimately hold or control it. Do not stop at the name of a holding company. If the second shareholder holds 30 percent directly, the declaration may change immediately. If the investor is itself held by two foreign companies, retain the registry extracts and ownership evidence used to reach the natural persons. If the transaction changes control without changing the percentage on the face of the French cap table, explain the control mechanism and review the declaration anyway.<\/p>\n Tax and accounting notifications.<\/strong> A change from SASU to SAS does not, by itself, erase the company\u2019s corporate income-tax history or create a new tax account. The finance team should nevertheless update its ownership file, related-party analysis, transfer-pricing position where relevant, bank mandate, insurance declarations and accounting records. If the founder sells shares, calculate the seller\u2019s gain and registration duty. If a foreign parent subscribes for new shares, document the subscription price, source of funds, issue premium and accounting entry. If the company is subject to corporate income tax, commonly called IS for imp\u00f4t sur les soci\u00e9t\u00e9s, check whether the transaction affects any existing option, group relationship, treaty position or reporting obligation.<\/p>\n Foreign investment and activity restrictions.<\/strong> A foreign shareholder is not automatically prohibited from investing in a French company. Some sensitive activities require prior authorisation under the French monetary and financial rules. Article L. 151-3 of the Monetary and Financial Code addresses foreign investments in activities affecting interests such as public order, public security or national defence. The official L\u00e9gifrance text of Article L. 151-3<\/a> should be checked if the company operates in a regulated or sensitive sector. This is a transaction-screening question, not a reason to insert a generic authorisation condition in every ordinary consulting or technology investment.<\/p>\n Shareholding is not employment.<\/strong> A non-resident can be a shareholder without that fact alone answering whether the person is working in France. If the new shareholder is also the president and receives remuneration, analyse the corporate mandate, payroll, tax residence and social-security treatment separately. URSSAF, the organisation that collects French social-security contributions, may examine the reality of paid activity and the applicable affiliation. If the person carries out salaried professional work in France, Article L. 5221-5 of the Labour Code states that a foreign national admitted to stay cannot carry out salaried work in France without prior work authorisation, subject to the statutory exceptions; see the official L\u00e9gifrance text of Article L. 5221-5<\/a>. This paragraph is not a residence-planning guide: it marks the boundary between the investment file and the employment or immigration file.<\/p>\n The final public check should cover the exact name, legal form, capital amount, president, registered office and filing date shown in the updated Kbis. Then compare the Kbis with the company\u2019s internal evidence. A corrected Kbis cannot repair an unexecuted transfer, and a correct transfer register cannot hide a public filing that still says the company has one shareholder when the articles and RBE have moved to a multi-shareholder structure.<\/p>\n A practical closing file for a foreign founder should contain the following sequence:<\/p>\n If the company has not yet been registered, stop and change the analysis. It is not yet a SASU with an existing SIREN; it is a company in formation. Article L. 210-6 makes persons who act for a company in formation personally and jointly liable unless the registered company later takes over the commitments. Article R. 210-6 provides mechanisms involving an annexed statement of acts or a sufficiently precise mandate. The official L\u00e9gifrance text of Article R. 210-6<\/a> says that the statement is annexed to the statutes and that signing them entails takeover after registration, while the mandate must identify the commitments and their terms.<\/p>\n The Commercial Chamber\u2019s judgment of 6 December 2005, pourvoi no. 03-16.853<\/a>, held that takeover could result only from the statutory annex, a mandate given before registration with the required precision, or a decision after registration. The more recent judgment of 29 November 2023, pourvoi no. 22-12.865<\/a>, changed the strict approach to defective wording: the court may examine the \u201ccommune intention des parties\u201d through the circumstances of the act and outside it. That is not permission to draft carelessly. It is a reason to identify the company as \u201cin formation\u201d, name the person acting, state the future company\u2019s purpose, preserve the mandate and organise formal takeover. The related judgment of the same date, pourvoi no. 22-18.295<\/a>, shows why a court will examine the circumstances rather than accept a label alone.<\/p>\n For an existing SASU, the same evidence discipline remains useful, but the liability analysis is different. The company already has legal personality; the task is to make the second shareholder\u2019s acquisition, the post-closing governance and the public filing correspond. A founder signing from abroad can complete the transaction securely, but only if the file makes the legal chain visible from signature to securities entry to Kbis.<\/p>\n Adding a second shareholder to a French SASU is usually not the creation of a new company. It is the transition from a SAS with one shareholder to a SAS with several shareholders, achieved through a sale of existing shares, a capital increase or a combined transaction. The decisive work is procedural: choose the right route, read the existing statutes, obtain any approval, document the valuation and authority, record the transfer or issuance correctly, update the governance rules, declare beneficial owners and complete the INPI filing.<\/p>\n For a foreign founder, the most important distinction is between commercial agreement and legal proof. A signed term sheet, an English investment agreement or a payment receipt may show the parties\u2019 intention, but the company also needs the corporate decision, the securities entry, the register of movements, the updated statutes, the tax evidence and the public modification. Once those documents agree on the same shares, percentages and dates, the investor can be integrated without dissolving the French company or losing its existing operating history.<\/p>\n Telephone consultation within 48 hours with a lawyer from the firm. Call Ma\u00eetre Reda Kohen on +33 6 46 60 58 22<\/a>.<\/p>\n\n
B. Which SASU clauses and governance rules must be rewritten before the new shareholder joins?<\/h3>\n
II. How do you add the second shareholder and obtain the updated Kbis from abroad?<\/h2>\n
A. Should the foreign founder use a share transfer or a capital increase?<\/h3>\n
B. What filing, beneficial-owner, tax and evidence steps must a foreign founder complete?<\/h3>\n
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Conclusion<\/h2>\n
Need a quick opinion on your case<\/h2>\n
We review the shareholder entry, cross-border documents and filing sequence before signature.<\/p>\n