A foreign founder can change a French soci\u00e9t\u00e9 par actions simplifi\u00e9e (SAS), meaning a simplified joint-stock company, into a soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e (SARL), meaning a private limited-liability company, without creating a second legal person. The difficult part is not signing a form from another country. It is making the shareholder decision valid, rebuilding the governance documents around a g\u00e9rant, preparing evidence that a French registry can accept, and coordinating the tax, social-security, banking and contract consequences. A clean conversion keeps the same company identity, but it changes the legal rules under which the company acts.<\/p>\n
This guide addresses the situation in which the shareholders, president or parent company are outside France and the registered office remains in France. It explains what remains in place, why an SARL may be chosen, which vote and documents are required, how to use the French National Institute of Industrial Property (INPI) single window, and what must be checked once the new Kbis extract is available. Kbis is the official extract showing a company\u2019s registration details. The analysis is general information, not a substitute for reviewing the current articles of association, the cap table, the company\u2019s tax status and the nationality of each signatory.<\/p>\n
The starting point is the legal identity of the company. Article 1844-3 of the French Civil Code states: \u201cLa transformation r\u00e9guli\u00e8re d’une soci\u00e9t\u00e9 en une soci\u00e9t\u00e9 d’une autre forme n’entra\u00eene pas la cr\u00e9ation d’une personne morale nouvelle.\u201d<\/a> In English, a regular transformation from one company form into another does not create a new legal person. The word \u201cregular\u201d matters. The continuity principle protects a conversion carried out under the applicable company-law and filing rules; it does not cure an invalid resolution, a missing mandatory report, a defective publication or an inaccurate filing.<\/p>\n The same company therefore keeps its corporate identity, subject to the registry update: its unique SIREN identification number, existing assets, liabilities, business relationships and accounting history do not restart merely because the label changes from SAS to SARL. SIREN is the nine-digit national business identifier. Article L. 210-6 of the Commercial Code describes the timing of legal personality and the effect of a regular transformation, while the case law applies the continuity principle in concrete disputes. In Commercial Chamber judgment no. 13-27.458 of 27 May 2015<\/a>, the Court of Cassation held that the two forms were \u201ctwo successive forms of one and the same legal person\u201d and that the asset acquired before the change remained in the company\u2019s estate. That decision concerned a civil property company becoming an SARL, not an SAS becoming an SARL, so it is an analogy on continuity rather than a shortcut around the conversion procedure.<\/p>\n What changes is the company\u2019s internal legal machinery. An SAS is built around articles of association that allocate powers with considerable contractual freedom. Article L. 227-5 of the Commercial Code states: \u201cLes statuts fixent les conditions dans lesquelles la soci\u00e9t\u00e9 est dirig\u00e9e.\u201d<\/a> The president is the SAS\u2019s statutory representative. Article L. 227-6 adds: \u201cLa soci\u00e9t\u00e9 est repr\u00e9sent\u00e9e \u00e0 l’\u00e9gard des tiers par un pr\u00e9sident d\u00e9sign\u00e9 dans les conditions pr\u00e9vues par les statuts.\u201d<\/a> After conversion, the company must operate with one or more natural-person g\u00e9rants, the French term for managers of an SARL, and the articles must be rewritten so that they describe parts rather than shares, the manager\u2019s powers, the rules for transferring parts and the decisions reserved to the associates.<\/p>\n The change is not a transfer of the business to a newly incorporated subsidiary. There should be no new contribution of the company\u2019s assets to a new entity merely because the corporate form has changed. This is why a conversion is usually more coherent than dissolving the SAS and incorporating an SARL when the business, contracts, licences, employees and history must continue without interruption. It also explains why the resolution and the new articles should identify the effective date precisely. A bank, commercial partner, tax officer or contracting party should be able to connect the former SAS and the new SARL through the same SIREN and the published transformation entry.<\/p>\n Continuity does not mean that every document can remain untouched. The president\u2019s mandate is linked to the SAS form and should be replaced or ended according to the resolution. Any director-general office, committee, preferred share, veto right or special class right must be checked against the SARL model. The share register and movement formalities used for SAS shares must be reconciled with the SARL\u2019s parts register and transfer rules. A shareholders\u2019 agreement may also contain references to the former form, a board structure or voting mechanics that cannot simply be carried over word for word.<\/p>\n The conversion also changes the public description of the business. The extract Kbis must show the SARL form and the identity of the g\u00e9rant. Kbis is commonly requested by banks, payment providers, landlords, customers and public bodies as evidence of the company\u2019s registration. The company may retain its name, registered office, activity and SIREN, but the form, management and sometimes the capital description will be updated. The registry\u2019s record is not a cosmetic matter: a counterparty relying on an old Kbis can question who had authority to sign after the effective date.<\/p>\n Foreign shareholders should distinguish the conversion from a cross-border relocation. Moving the individual founder to France is a separate immigration and residence issue. Buying a property is a separate real-estate matter. Here, the company remains registered in France and the shareholders or managers may stay abroad. A non-resident can participate in the decision, grant a power of attorney and hold the relevant corporate rights, but the file still has to satisfy French rules on signatures, identity, representation, translations and the company\u2019s French registered office.<\/p>\n The public legal sources therefore support a simple answer: an SAS can in principle be converted into an SARL, and the operation can be organised while the shareholders are abroad. The safe answer to a particular file depends on the current articles, the number and identity of the associates, the company\u2019s financial condition, the presence of regulated assets or activities, the tax regime and the exact voting record. A foreign founder should not infer that a template designed for an SARL-to-SAS conversion applies in reverse. The direction matters, especially for the transformation-commissioner rules.<\/p>\n The commercial reason is often a wish for a more codified governance model. The SAS can be ideal when a foreign investor expects several financing rounds, bespoke preference rights or a carefully negotiated management structure. An SARL is more prescriptive. That can help a family-owned business, a closely held operating company or a group that wants to limit the number of governance options available to future participants. The change can make the company easier for a local accountant, bank or co-associate to understand, but it also removes flexibility. The question is not which form is universally better; it is whether the new form matches the expected ownership and decision pattern.<\/p>\n Transfer control is another possible reason. An SARL uses parts and statutory approval rules that can create a more controlled entry route for a new associate than an SAS with freely drafted share-transfer clauses. The exact approval mechanism depends on the type of transfer and the articles. A foreign parent should review whether the project involves a sale of parts, a gift, a capital increase or merely a conversion of the existing instruments. The conversion itself should not be confused with a transfer to the foreign parent. If ownership is changing at the same time, the resolutions, tax filings, valuation evidence and beneficial-owner declaration may have to cover both operations.<\/p>\n Social protection can be a decisive factor, but it is not a promise of lower cost. The French collection network for social-security contributions, URSSAF, explains that remunerated SAS presidents and directors are treated as \u201cassimilated employees,\u201d while the social status of an SARL manager depends on the manager\u2019s ownership and the management group. A majority g\u00e9rant generally falls within the self-employed regime, often described as the TNS regime, meaning travailleur non salari\u00e9. A minority or equal manager may fall under the general social-security regime when remunerated. The result depends on direct and indirect holdings, family holdings, co-management and the actual remuneration arrangement. The official URSSAF overview should be read with the ownership table, not used as a substitute for it.<\/p>\n Article L. 311-3 of the Social Security Code expressly includes: \u201cLes pr\u00e9sidents et dirigeants des soci\u00e9t\u00e9s par actions simplifi\u00e9es et des soci\u00e9t\u00e9s d’exercice lib\u00e9ral par actions simplifi\u00e9es\u201d<\/a> among persons affiliated to the general scheme. The URSSAF guidance<\/a> then distinguishes remunerated SAS leaders from minority or equal SARL managers and majority SARL managers. A conversion can therefore alter payroll treatment, contribution calls, retirement coverage, sickness coverage and the timing of declarations. A foreign resident may also have another country\u2019s social-security system in the background. A French corporate-form change does not decide an international social-security conflict by itself.<\/p>\n Tax considerations require the same discipline. Both an SAS and an SARL are commonly subject to French corporate income tax, known as imp\u00f4t sur les soci\u00e9t\u00e9s or IS, but the company may have an option, a special status, a family SARL structure or a shareholder arrangement that changes the analysis. A conversion can also coincide with a change in the tax regime, a change in the company\u2019s activity or the existence of property and business assets whose treatment needs special review. The official tax administration explains that the absence of a new legal person is important, but it does not make every transformation tax-neutral in every factual scenario.<\/p>\n Article 202 ter of the French General Tax Code provides a useful guardrail. It says: \u201cToutefois en l’absence de cr\u00e9ation d’une personne morale nouvelle, les b\u00e9n\u00e9fices en sursis d’imposition, les plus-values latentes incluses dans l’actif social et les profits non encore impos\u00e9s sur les stocks ne font pas l’objet d’une imposition imm\u00e9diate\u201d<\/a>, but only under the accounting and continued-taxation conditions set out in the same article. \u201cLatent gains\u201d are increases in value that have not yet been realised. The accountant should compare the SAS\u2019s tax position before the vote with the SARL\u2019s position after it, rather than writing \u201ctax neutral\u201d into the resolution without an analysis.<\/p>\n A foreign founder may also want a g\u00e9rant who can manage the business without the formal vocabulary of an SAS president. That objective is legitimate, but the person must be eligible and willing to assume the new role. Article L. 223-18 of the Commercial Code states: \u201cLa soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e est g\u00e9r\u00e9e par une ou plusieurs personnes physiques.\u201d<\/a> It adds: \u201cLes g\u00e9rants peuvent \u00eatre choisis en dehors des associ\u00e9s.\u201d<\/a> A foreign company cannot simply be named as the g\u00e9rant under this rule. It may remain an associate or appoint an eligible natural person, but the management and representation plan must be rebuilt around that requirement.<\/p>\n The conversion may be a poor fit if the company expects venture-capital financing, frequent share issues, complex preference instruments or an institutional board. In those cases, a change to SARL can impose later conversions and additional transaction work. It may also be unsuitable for a group that needs a legal-person manager, because the SARL\u2019s g\u00e9rant must be a natural person. The proper comparison should include the next three years: funding, ownership transfers, management remuneration, banking, employee recruitment, tax elections, regulated licences and the likelihood that a foreign parent will need a simple way to replace the manager.<\/p>\n Finally, the conversion is not a cure for an undercapitalised or disputed company. If the SAS has unpaid capital, negative equity, a shareholder deadlock, a creditor dispute, an URSSAF audit or a tax reassessment, those matters remain. The shareholder resolution should disclose the relevant facts and the advisers should test whether the proposed conversion affects creditor rights, guarantees or litigation positions. A change of label cannot be used to conceal an asset transfer, avoid a contractual consent requirement or remove a manager\u2019s historic liability.<\/p>\n Begin with a written conversion plan, not the online form. It should state the present SAS identity, the proposed effective date, the reason for the conversion, the proposed SARL articles, the new g\u00e9rant, the capital and ownership table, the treatment of any special rights, and the people authorised to sign and file. Add a timetable for the shareholder decision, tax registration if required, legal notice, INPI filing, Kbis update, bank notification and social-security changes. For a foreign group, identify the jurisdiction of each shareholder and whether a corporate shareholder needs a board resolution, director certificate or power of attorney under its own law.<\/p>\n The first document is the current SAS articles of association, together with every amendment, shareholders\u2019 agreement, share-transfer record and any instrument creating special rights. Read the decision-making clause line by line. Article L. 227-9 of the Commercial Code states: \u201cLes statuts d\u00e9terminent les d\u00e9cisions qui doivent \u00eatre prises collectivement par les associ\u00e9s dans les formes et conditions qu’ils pr\u00e9voient.\u201d<\/a> The same article includes among the matters exercised collectively by the associates, under the conditions in the articles, \u201cla transformation en une soci\u00e9t\u00e9 d’une autre forme\u201d<\/a>. The notice, quorum, method of consultation, voting rights, record date and majority must therefore be taken from the applicable articles and the mandatory rules.<\/p>\n The majority analysis has to reflect the current law. In Assembl\u00e9e pl\u00e9ni\u00e8re judgment no. 23-16.670 of 15 November 2024<\/a>, the Court of Cassation stated: \u201cUne d\u00e9cision collective d’associ\u00e9s ne peut \u00eatre tenue pour adopt\u00e9e que si elle rassemble en sa faveur le plus grand nombre de voix.\u201d It also held: \u201cIl se d\u00e9duit des articles 1844, alin\u00e9a 1, et 1844-10, alin\u00e9as 2 et 3, du code civil et L. 227-9 du code de commerce, que la d\u00e9cision collective d’associ\u00e9s d’une soci\u00e9t\u00e9 par actions simplifi\u00e9e, pr\u00e9vue par les statuts ou impos\u00e9e par la loi, ne peut \u00eatre valablement adopt\u00e9e que si elle r\u00e9unit au moins la majorit\u00e9 des voix exprim\u00e9es, toute clause statutaire contraire \u00e9tant r\u00e9put\u00e9e non \u00e9crite\u201d. The judgment concerned a capital increase, not a SAS-to-SARL conversion, but its rule is directly relevant when testing whether a collective SAS resolution obtained enough votes. If the articles require a higher threshold, follow the higher threshold.<\/p>\n For a pluripersonal SAS, prepare a notice or consultation package that identifies every associate, the number of votes, the proposed resolutions and the documents made available before the vote. The resolutions should separately approve the transformation, the new SARL articles, the end or replacement of the president, the appointment of the g\u00e9rant, and any consequential amendment such as a change in the capital presentation or the registered office. Separating the decisions makes the record easier to read and reduces the risk that approval of the conversion is confused with approval of a simultaneous transfer of shares or change of activity.<\/p>\n For a SASU, meaning a simplified joint-stock company with a single associate, the associate\u2019s written decision replaces a meeting, but the same substance is needed. The decision should identify the associate, the company, the current and future form, the effective date, the new manager and the adoption of the complete SARL articles. If a foreign company is the single associate, attach the corporate authorisation and evidence that the individual signing for it has authority. A registry may ask for a document showing the chain of authority from the foreign company\u2019s directors to the signatory.<\/p>\n Prepare the new articles as SARL articles, not as SAS articles with two words changed. They must address the name, form, capital, registered office, purpose, duration, parts held by each associate, contributions, management, powers, associate decisions, transfer approvals, financial year and distribution of profits. Check the French wording carefully. The registry filing may be completed online, but the constitutional document remains a French legal instrument. If the working language is English, keep a faithful English working translation for the foreign board, while ensuring that the document filed in France is the required French version.<\/p>\n The direction of the conversion matters for the transformation commissioner. Article L. 224-3 of the Commercial Code provides: \u201cLorsqu’une soci\u00e9t\u00e9 de quelque forme que ce soit qui n’a pas de commissaire aux comptes se transforme en soci\u00e9t\u00e9 par actions, un ou plusieurs commissaires \u00e0 la transformation\u201d<\/a> are designated under the conditions set by that article. A SAS is already a company by shares, while the proposed SARL is not. The text does not make a transformation-commissioner report automatically mandatory merely because the direction is SAS to SARL. That is different from the reverse route, where a company is transformed into a company by shares.<\/p>\n Do not turn that point into a blanket exemption. Check whether the SAS has a statutory auditor, whether a report is required for another operation carried out at the same time, whether an asset contribution or capital change is being added, and whether the company\u2019s facts create a separate valuation or regulated-activity issue. Article R. 224-3 provides: \u201cLe rapport des commissaires \u00e0 la transformation atteste que le montant des capitaux propres est au moins \u00e9gal au capital social.\u201d<\/a> That rule describes the report when the L. 224-3 mechanism applies; it should not be copied mechanically into an SAS-to-SARL file. If advisers decide that a report is prudent or separately required, record why and include it in the information sent to the associates.<\/p>\n Foreign signatories need an evidence pack. It normally includes a passport or accepted identity document for the individual, a recent corporate registration extract for a company associate, proof of the representative\u2019s authority, the power of attorney, the signed decision, the new articles and the legal notice. Depending on the country of origin and the receiving authority, a foreign public document may need an apostille or legalisation, and a non-French document may need a translation by a French court-certified translator. Do not assume that an English company certificate is self-proving in France. Ask the filing agent or registry what form of evidence is accepted before the signing date.<\/p>\n The power of attorney should be specific. It should identify the French company by name, SIREN and registered office; describe the SAS-to-SARL conversion; name the person authorised to sign or submit; authorise the INPI filing and any correction; and state whether the agent may receive registry requests. A generic \u201call matters\u201d power may be challenged by a bank or registry. If the signatory is appointed by a foreign parent, attach the parent\u2019s authorising resolution and the signatory\u2019s title. Keep the signed originals and the transmission trail in a single file with a version number.<\/p>\n After the vote, publish the legal notice in an authorised medium for legal announcements in the department of the registered office. Article R. 210-9 of the Commercial Code says that the notice is signed by the legal representatives in cases other than a notarial act and that it contains: \u201cL’indication des modifications intervenues, reproduisant l’ancienne mention \u00e0 c\u00f4t\u00e9 de la nouvelle.\u201d<\/a> The notice should therefore state the former SAS form and the new SARL form, the company name, capital, registered office, identification number and the management change where relevant. Save the notice, invoice and publication certificate. The certificate is part of the evidence that the public announcement was made.<\/p>\n The tax-registration step should be checked rather than assumed away. The French tax administration explains that the act recording the transformation is generally submitted to the competent registration service within one month of signature, and it distinguishes a transformation without a new legal person from a transaction that changes the tax regime or affects certain assets. Article 680 of the General Tax Code states: \u201cTous les actes qui ne se trouvent ni exon\u00e9r\u00e9s, ni tarif\u00e9s par aucun autre article du pr\u00e9sent code et qui ne peuvent donner lieu \u00e0 une imposition proportionnelle ou progressive sont soumis \u00e0 une imposition fixe de 125 \u20ac.\u201d<\/a> That sentence applies only within its conditions. It does not mean that every file costs exactly 125 euros, because publication, filing, adviser, translation, audit and any special tax consequences remain separate.<\/p>\n The principal filing is the modification formalit\u00e9 through the INPI Guichet unique, the French single window for business formalities. The INPI guidance on modifying a company<\/a> lists a change of legal form and a change of management among the information that can be modified. It explains that the file is submitted online, supporting documents are uploaded, the declarant verifies the summary, signs and pays. For a foreign founder, the practical question is who can complete the filing with a French or accepted electronic identity and who can answer a registry request. Appoint a French-based agent when needed, but give that agent a complete evidence pack and a precise mandate.<\/p>\n Upload the signed decision, the updated articles, the legal-notice certificate, the identity and acceptance of the new g\u00e9rant, the power of attorney and any report or tax-registration evidence requested by the form. The exact list can vary with the company\u2019s facts and the formalit\u00e9. Make sure each PDF is legible, named consistently and free of password protection that prevents review. The file should use UTF-8 for names and addresses so that accents in the company name, the g\u00e9rant\u2019s name and the registered office are not corrupted. A broken accent or a mismatch between the articles and the online declaration can trigger a request for correction.<\/p>\n The one-month timetable should be managed from the date of the signed decision or the effective date specified in the documents, according to the relevant obligation. The official tax-administration answer, updated on 5 March 2026<\/a>, states that the act is submitted within one month, the notice is published within one month, the modification is filed at the business-formalities window, and the register of beneficial owners is updated within 30 days for a structural change. Beneficial owners are the natural persons who ultimately own or control the company. Treat the one-month and 30-day periods as separate controls in the timetable.<\/p>\n A complete closing checklist for the filing should contain the following:<\/p>\n A foreign founder should not treat the filing receipt as the end of the operation. The company has changed its legal form, but the public registry may still show the former SAS for a period. Do not represent the company to a bank or sign a major contract as an SARL before the advisers have confirmed the effective date and authority. Conversely, do not allow an old president to continue signing after the new g\u00e9rant has taken office without a written mandate. The resolution, the filing and the operational handover must tell the same story.<\/p>\n First obtain the updated Kbis and compare every line with the approved documents. Confirm the SARL form, company name, registered office, SIREN, activity, capital and g\u00e9rant. Check that the former president is no longer shown as the current representative unless the person has also been appointed g\u00e9rant. If the registry rejects or partially processes the filing, read the reason precisely and correct the underlying document rather than uploading the same PDF again. Keep the old and new Kbis side by side with the filing receipt so that a foreign parent can prove continuity to its compliance team.<\/p>\n The g\u00e9rant\u2019s authority must then be reflected internally and externally. Article L. 223-18 states that the managers are appointed by the associates under the conditions in Article L. 223-29 and that, toward third parties, the g\u00e9rant has broad powers to act for the company, subject to powers expressly reserved to the associates. The new mandate should be recorded in the associate decision, the articles where appropriate, the bank mandate, the accounting engagement, the tax-account access and the commercial signature policy. If two g\u00e9rants are appointed, decide whether each acts separately or whether the business needs internal approval rules. Internal limits may not have the same effect against third parties.<\/p>\n The social-security file is the most common practical source of surprise for a foreign founder. Give URSSAF the updated Kbis, the appointment document, the ownership table, the remuneration decision and the manager\u2019s residence and activity information. Confirm whether the new g\u00e9rant is majority, equal or minority after counting the relevant holdings. For a foreign individual who performs management work from outside France, assess the place of activity, any applicable European coordination rule, an A1 certificate if relevant, treaty questions and the actual remuneration. The conversion does not by itself create a French employment contract or entitlement to unemployment insurance. The mandate, salary, dividend and expense arrangements should be documented separately.<\/p>\n Do not use a social-status estimate to write the budget. A majority SARL manager may pay contributions under the independent regime even when the person owns shares through family or connected holdings. A minority or equal manager may be treated differently. A non-resident may have no French salary in one period and become active in France later. Ask the accountant for a written comparison of the SAS president\u2019s prior status and the SARL g\u00e9rant\u2019s projected status, including the base used for contributions, the reporting calendar, retirement rights, health coverage and the effect of dividends. Keep the analysis with the resolution because it explains the commercial reason for the conversion.<\/p>\n Next notify the bank and payment institutions. Send the updated Kbis, articles, associate decision, identity document and manager appointment, but expect enhanced checks when the shareholder is foreign. The bank may request a source-of-funds file, an ownership chart, a beneficial-owner statement, proof of the French registered office and a certified translation. Its mandate should be updated so that the new g\u00e9rant can give instructions. A foreign parent\u2019s previous power over the SAS bank account does not automatically survive if it was based on the former president\u2019s authority. Make sure dual-approval rules, online banking users, payment cards and security tokens match the new governance.<\/p>\n Update the register of beneficial owners through the required formalit\u00e9. Compare the declaration with the new parts distribution, voting rights, control rights and any foreign parent chain. A conversion with no change in economic ownership can still require an update because the form and management data have changed. If a foreign company owns the parts, prepare a simple ownership chart down to the natural persons who ultimately control it. If no natural person can be identified under the ownership tests, apply the applicable fallback for the senior managing person and document the reasoning. Never copy the old declaration without checking whether the manager and control rights are still described accurately.<\/p>\n Tax records must be aligned with the new form. Inform the Service des imp\u00f4ts des entreprises, or SIE, meaning the French business-tax office, and the company\u2019s accountant. Confirm the corporate income tax status, value-added tax registration, tax-account access, instalment calendar and the correspondence address. If the company has opted for income tax, known as imp\u00f4t sur le revenu or IR, or benefits from a special regime, ask for a written treatment of the conversion. Review deferred gains, provisions, stock, real estate, goodwill, intellectual property and intercompany balances. The tax administration\u2019s explanation of transformation formalities should be used together with the General Tax Code, not as a reason to ignore the company\u2019s actual balance sheet.<\/p>\n Article 202 ter is especially useful where the tax regime changes. It requires continued taxability and unchanged accounting entries for the specific deferral protection described in its first paragraph. If the operation changes the regime from a pass-through structure to corporate taxation, or the reverse, the accountant should prepare the required closing and opening statements within the statutory time. If the company owns a building, a business, a lease right or another asset that could trigger registration or property-tax issues, obtain a separate review. The official tax answer warns that a notarial act can become relevant where the transaction affects title to property; continuity of legal personality is not permission to ignore land-registration rules.<\/p>\n Review contracts and licences one by one. A transformation usually preserves the contracting party because the legal person continues, but a contract may require notice of a change of legal form, management or control. Banks, landlords, franchise networks, government customers, regulated professions and technology licensors often use their own update forms. For each important contract, record the counterparty, notice clause, consent requirement, contact, deadline and evidence sent. If the company operates under a licence tied to a person or a particular legal form, ask the competent authority for written confirmation before relying on continuity.<\/p>\n Employees usually remain employed by the same legal person, but payroll data and employer records must be checked. Notify the payroll provider of the new form and g\u00e9rant, verify the employer identification numbers, update the social-declaration settings and confirm that the employment contracts use the correct company description. DSN, or d\u00e9claration sociale nominative, is the monthly French social declaration sent by an employer. If the conversion is combined with a transfer of activity, a new employer, a change of workplace or a collective agreement issue, treat that additional operation separately. The conversion should not be used to rewrite employment history or to interrupt accrued rights.<\/p>\n Review accounting records and approval calendars. The SARL\u2019s articles and statutory rules govern associate approval of accounts, distributions, related-party matters and future amendments. Article L. 223-29 states: \u201cDans les assembl\u00e9es ou lors des consultations \u00e9crites, les d\u00e9cisions sont adopt\u00e9es par un ou plusieurs associ\u00e9s repr\u00e9sentant plus de la moiti\u00e9 des parts sociales.\u201d<\/a> The same article provides a second-consultation mechanism unless the articles provide otherwise and warns that decisions violating the rule may be annulled. The future SARL calendar should be rebuilt around parts and percentages, not the SAS\u2019s former voting language.<\/p>\n Article L. 223-30 governs many later amendments. It states: \u201cToutes autres modifications des statuts sont d\u00e9cid\u00e9es par les associ\u00e9s repr\u00e9sentant au moins les trois quarts des parts sociales.\u201d<\/a> The same provision deals with quorum and a higher majority clause. This is an important post-conversion control: a foreign parent used to an SAS article that permits a lower or differently calculated threshold cannot assume that the same drafting will work in the SARL. Build a decision matrix showing the matter, voting base, majority, quorum, notice and filing consequence.<\/p>\n That matrix should include the manager\u2019s appointment and removal, annual accounts, allocation of profit, capital increase, capital reduction, transfer of parts, change of activity, registered office, dissolution, liquidation, related-party transactions and any conversion back to another form. For each matter, identify the associates, the parts they hold, any statutory approval, any conflict of interest and whether a legal notice or INPI update follows. The matrix is particularly valuable when the shareholders attend remotely. It allows a French agent to explain the vote and avoids the common mistake of applying an SAS \u201cone share, one vote\u201d table to SARL parts without reading the articles.<\/p>\n Check the legal notice against the Kbis. The old form should appear beside the new form in the announcement where required, and the manager\u2019s identity should be consistent with the filing. If the company\u2019s name or registered office changed at the same time, verify that the notice, articles, INPI declaration and bank file all use the same spelling and accents. BODACC, the Bulletin officiel des annonces civiles et commerciales, may publish certain corporate notices or registry consequences. Preserve the publication references and monitor the public record when creditors, a liquidation process or a special regulated activity makes timing important.<\/p>\n For a foreign group, create a post-conversion closing book in English with the French source documents attached. Include a one-page chronology, the legal identity before and after, the signed decisions, the final articles, the vote table, the legal notice, tax and INPI receipts, the Kbis, the beneficial-owner record, the social-status note, the bank confirmation, contract notices and the next corporate calendar. Label each document with its date, language, signer and status. The English explanation is for the parent\u2019s internal use; the French documents remain the evidence that a registry, bank, court or administration will examine.<\/p>\n There is a useful judicial warning about the limits of formal labels. In Commercial Chamber judgment no. 13-27.458 of 27 May 2015<\/a>, the Court of Cassation held that the former and new forms were not separate companies and that the property remained in the company\u2019s patrimony. The holding supports continuity, but the same decision turned on the regularity of the transformation and the absence of a new contribution. If an SAS-to-SARL file contains a real asset contribution, a capital increase, a transfer to a new shareholder or a change in tax regime, analyse that operation on its own terms. Continuity is a legal consequence of a regular transformation, not a label that erases other transactions.<\/p>\n Finally, test the company\u2019s public and digital presence. Update invoices, quotations, website legal notices, privacy notices, customer portals, procurement profiles, electronic-signature templates and the footer used by the accounting team. Keep the old SAS details in the accounting archive, but use the SARL details from the effective date. Check that the tax account, URSSAF account, bank, domain registrar and payment gateway have not opened duplicate records. Duplicate profiles can create the appearance of a new business, interrupt payments or send filings to the wrong legal person.<\/p>\n A foreign shareholder should escalate the file when any of the following appears: a disputed vote, an associate who cannot sign, a missing historical amendment, a foreign corporate chain that cannot be evidenced, a negative-equity issue, an asset contribution, a regulated licence, real estate, a tax-option change, a social-security conflict, an employee transfer or a bank refusal. The escalation is not a reason to abandon the conversion. It identifies the document or decision that must be solved before the filing becomes irreversible. A short legal review at that point is usually less expensive than correcting a rejected Kbis and a misaligned bank or payroll record afterward.<\/p>\n Converting a French SAS into an SARL from abroad is a corporate-form change, not a new incorporation. The legal person can continue with the same SIREN, assets, contracts and history when the transformation is regularly approved and filed. The foreign founder must nevertheless rebuild the governance architecture: the SAS president becomes a SARL g\u00e9rant structure, shares become parts, the voting rules change, and the public registry, beneficial-owner record, tax file, social-security record and bank mandates must tell the same story.<\/p>\n The safest sequence is to read the SAS articles, test the majority under the current law, approve complete SARL articles, document the foreign signatory\u2019s authority, check the direction-specific transformation-report issue, publish the legal notice, file through the INPI Guichet unique, obtain the updated Kbis and complete the tax, social, banking, contract and payroll handover. The French company-formation and corporate-law practice page<\/a> provides a relevant internal starting point for the wider formation and governance cluster. A related but different route is explained in How to Convert a French SARL into an SAS Before Foreign Investment<\/a>; its report and unanimity issues must not be copied automatically into the reverse conversion.<\/p>\n Before signing, compare the proposed SARL with the company\u2019s next financing, management, tax and social-security needs. If the conversion is being driven by a foreign parent, prepare the English closing book and retain the French originals. If the file contains a simultaneous transfer, asset contribution, real-estate issue, tax-regime change or disputed resolution, separate that issue in the advice and the resolutions. That discipline is what allows an overseas shareholder to complete the operation without travelling to France while preserving a defensible record of authority and continuity.<\/p>\n Our lawyers can review the current SAS articles, the foreign shareholder\u2019s authority, the proposed SARL articles, the new g\u00e9rant structure and the INPI filing before the Kbis is updated.<\/p>\n Arrange a telephone consultation within 48 hours with a lawyer from our firm. Call Ma\u00eetre Reda Kohen at +33 6 46 60 58 22<\/a> or send the documents through our contact form<\/a>.<\/p>\n","protected":false},"excerpt":{"rendered":" A practical legal roadmap for converting a French SAS into an SARL from abroad: shareholder vote, documents, INPI filing, Kbis, tax and social checks.<\/p>\n","protected":false},"author":251031309,"featured_media":16401,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_kj_source_type":"","_kj_official_id":"","_kj_official_url":"","_kj_judilibre_id":"","_kj_jur":"","_kj_lieu":"","_kj_chambre":"","_kj_rg":"","_kj_date":"","activitypub_content_warning":"","activitypub_content_visibility":"","activitypub_max_image_attachments":4,"activitypub_interaction_policy_quote":"anyone","activitypub_status":"federated","footnotes":""},"categories":[80314,80313],"tags":[],"class_list":["post-2112115","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nB. Why would a foreign founder choose an SARL?<\/h3>\n
II. How should a foreign shareholder complete the conversion?<\/h2>\n
A. Which vote, documents and filings are required?<\/h3>\n
\n
B. What must be checked after the new g\u00e9rant is registered?<\/h3>\n
Conclusion<\/h2>\n
Need a quick opinion on your case<\/h2>\n