A foreign founder can finance or capitalise a French company with much more than a bank transfer. Software, a patent, a brand, production equipment, a receivable, a customer contract or shares in another company may sometimes be contributed in kind in exchange for shares or parts. The operation is useful when the founder already owns the asset, but it is not an informal handover: the asset must be identifiable, transferable, valued and properly documented. The French company must also receive the rights that the founder says are being contributed.<\/p>\n
This guide addresses the two structures most often considered by international entrepreneurs: the soci\u00e9t\u00e9 par actions simplifi\u00e9e<\/em> (SAS), a simplified joint-stock company, and the soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e<\/em> (SARL), a private limited liability company. It explains what an apport en nature<\/em> is, when a commissaire aux apports<\/em> (independent contribution auditor) is required, and how a non-resident founder should prepare evidence before the filing. \u201cKbis\u201d means the official extract showing a company\u2019s registration details in the registre du commerce et des soci\u00e9t\u00e9s<\/em> (RCS, the Trade and Companies Register). A Kbis proves registration; it does not by itself prove that every asset listed in the articles belongs to the company.<\/p>\n The practical question is therefore not simply whether the asset has a price. It is whether the French company will receive a legally usable right, whether the valuation can be defended, and whether the transaction can survive scrutiny by the greffe<\/em>, the registry office of the competent commercial court, a bank, a tax authority, a future investor or another shareholder.<\/p>\n The official Service-Public Entreprendre guide for foreign founders<\/a> confirms that a foreign national may create a business in France, while the exact formalities depend on nationality and the project. This article focuses on the capital contribution itself; immigration and residence questions remain separate.<\/p>\n An apport en nature is a contribution of an asset other than money to a company\u2019s capital. The founder does not receive an invoice payment in return. The founder receives shares or parts whose number and rights depend on the value accepted for the contribution and on the company\u2019s constitutional documents. Article 1843-2 of the Civil Code states: French law distinguishes three broad forms of contribution. An apport en num\u00e9raire<\/em> is money paid to the company. An apport en nature<\/em> is a property right or another economically assessable asset. An apport en industrie<\/em> is work, expertise or services made available by an associate. The last category may give rise to specific rights under the articles, but it does not form the company\u2019s capital. A founder who promises to work on a project has not automatically contributed a software asset. The code, documentation, trade mark, domain name or customer contracts must be separately owned or validly transferred.<\/p>\n The central rule is about the right delivered, not the object\u2019s physical location. Article 1843-3 of the Civil Code provides: Article 1843-3 also states: Typical assets can include the following:<\/p>\n The distinction between ownership and use is especially important for intellectual property (IP). If the founder wants the French company to own a software product, the contribution deed must transfer the rights that make that ownership meaningful. Article L.131-3 of the Intellectual Property Code states: For a software project built by employees, the founder should not rely on an assumption that \u201cthe company paid for it\u201d. Article L.113-9 of the Intellectual Property Code states: A contribution can also concern an economic right without transferring the physical thing. For example, a foreign founder may contribute a right to use specialist software, a patent licence or a receivable. The articles and the contribution agreement must say whether the French company receives ownership, an exclusive licence, a non-exclusive licence, a usufruct or a time-limited right of use. If the right is not transferable, is personal to the founder, or depends on a third party\u2019s consent, it may not be suitable as a capital contribution. The safer solution may be a licence agreement, a service agreement, a shareholder loan or a cash contribution followed by a properly documented commercial contract.<\/p>\n Valuation also affects governance. If an asset is valued at \u20ac300,000 and the cash capital is \u20ac100,000, the founder may receive a very different proportion of the company from the result of a \u20ac50,000 valuation. In a multi-founder SAS, the articles and any shareholders\u2019 agreement should address voting rights, preferred rights, vesting, leaver events, transfer restrictions and what happens if the valuation is challenged. In a SARL, the founder receives parts rather than SAS shares, and transfers to third parties follow a more constrained legal and contractual framework. The contribution deed should not be used to hide an unequal bargain that the parties have not understood.<\/p>\n The timing changes the legal route. Article L.210-6 of the Commercial Code states: For that reason, an international founder should not deliver an asset informally before the articles, the contribution instrument and the registration plan are aligned. The file should identify the future company, the founder, the asset, the valuation, the rights transferred, the consideration, the effective date and the conditions for completion. If the asset comes from a foreign company rather than from the individual founder, the foreign company must be a party or must authorise the transaction. A board or shareholder approval may be needed under the foreign company\u2019s law. A translation of the approval is not a substitute for the approval itself.<\/p>\n At incorporation, the capital clause and the articles must include a sufficiently precise description of each contribution. For a SARL, Article L.223-9 of the Commercial Code requires: A SAS follows its own chapter and, where compatible, the rules concerning public limited companies. Article L.227-1 of the Commercial Code describes this mechanism and provides: After the Kbis, the operation is generally a capital increase by contribution in kind. The existing company must take the appropriate shareholder decision, issue new securities, update its articles and complete the required filing and publication steps. In a SAS, Article L.227-9 states: For a capital increase in a company subject to the public limited company rules, Article L.225-147 of the Commercial Code provides that contribution auditors assess the assets and that the capital securities issued in consideration of a contribution in kind are fully paid when issued. The exact closing sentence is: The Kbis is not the asset transfer instrument. It may show the new capital and company registration after the filing, but it does not replace delivery, assignment, notification to a debtor, registration of an IP transfer, release of a pledge or a foreign corporate approval. The greffe<\/em> may request a coherent file, while a bank or investor may later request the underlying documents. The Bulletin officiel des annonces civiles et commerciales (BODACC)<\/a>, the official bulletin that publishes certain commercial notices, may provide public notice of a corporate event, but it is not proof of the chain of ownership of software or equipment.<\/p>\n There is a second timing issue for a contribution of assets already used by the business. A founder might have paid for a laptop, a domain or a software subscription personally before incorporation. That fact does not automatically turn the expense into an apport en nature. The parties should choose between a contribution, a reimbursement of documented expenses, a founder\u2019s current account, a licence, or a sale to the company. Mixing these routes can produce an inaccurate capital statement, an unexplained bank movement or a mismatch between the company\u2019s balance sheet and its actual rights.<\/p>\n For a post-registration contribution, the company should also make sure that the value is still correct on the decision date. A technology company can lose value rapidly; equipment can be depreciated; a patent may be challenged; a foreign subsidiary may have changed its financial position. Reusing the incorporation valuation without updating the evidence is poor practice. The resolution, report, deed, accounting entry and filing should describe the same asset, the same value and the same effective date.<\/p>\n The contribution auditor is not a formality designed only for large groups. The auditor\u2019s purpose is to provide an independent assessment of the value placed on a non-cash asset and to protect associates and third parties who may rely on the stated capital. Article L.225-8 of the Commercial Code states: For a SARL at incorporation, the principle appears in Article L.223-9. The future associates designate the contribution auditor unanimously, or the competent court does so at the request of the most diligent future associate. The report is annexed to the articles. For a SAS, Article L.227-1 creates a parallel route and Article D.227-3 sets the individual threshold for the waiver. The current text of that decree provides: For a SARL, Article D.223-6-1 uses the same \u20ac30,000 ceiling. It states: Those conditions should be calculated from the actual operation, not from a convenient description. Several pieces of equipment may be separate assets, but splitting one integrated machine, one software platform or one business asset into artificial components will not make the risk disappear. The value of all non-reviewed in-kind contributions must be compared with the capital after the contributions are taken into account. If the capital is \u20ac40,000, the relevant half-capital ceiling is \u20ac20,000 for the contributions covered by the waiver. If one contributed asset is worth \u20ac30,001, the individual threshold fails even if every other asset is small.<\/p>\n The waiver is not automatic. The future associates must make a unanimous decision, and the articles must still contain the value of each contribution. The founders assume the valuation risk that the independent auditor would otherwise examine. For a one-person company, the sole associate takes the decision, but the particular statutory conditions still matter. Article L.223-9 also contains a limited exception for an individual entrepreneur contributing assets that appeared in the balance sheet of the last financial year before incorporation. That exception should not be confused with a corporate foreign parent contributing assets: a company shareholder cannot simply use the individual entrepreneur route.<\/p>\n Article L.223-9 gives the consequence of dispensing with the auditor or departing from the auditor\u2019s value: A contribution auditor is particularly valuable when the founder is also the person who controls the asset, controls the company and decides the valuation. The auditor can test the assumptions, challenge a group valuation and identify a missing transfer document. The auditor is not a substitute for an IP lawyer, tax adviser, foreign-law counsel or an accountant, but the report creates an independent valuation record. It also helps a future investor understand why the founder received a particular number of securities.<\/p>\n For a contribution after incorporation, the formation waiver should not be copied without checking the applicable capital-increase rules. The resolution may require an auditor even when a similar small asset could have been contributed without one at formation. The company should verify the governing form, the relevant code provisions, the articles and the filing requirements on the date of the transaction. A founder living abroad should obtain that check before shipping equipment or transferring a foreign security.<\/p>\n A strong contribution file answers five questions: what exactly is being contributed; who owns it; what rights does the French company receive; why is the stated value reasonable; and what steps make the transfer effective against the relevant third parties? The answers should be consistent across the contribution agreement, the articles, the auditor\u2019s report, the accounting entry, the corporate resolution and the filing made through the French one-stop formalities portal operated through the National Institute of Industrial Property (INPI). The INPI official website<\/a> provides the institutional information, while the filing platform is at formalites.entreprises.gouv.fr<\/a>. For the wider company-formation sequence, see our French company formation and corporate structuring resource<\/a>.<\/p>\n The valuation method should match the asset. A piece of equipment may be valued by reference to an observable second-hand market, replacement cost and physical condition. A software platform may require a cost approach, an income approach or a comparison with licences, with deductions for technical debt, third-party dependencies, limited rights and lack of exclusivity. Shares in a foreign company may require recent accounts, cash-flow assumptions, debt adjustments, minority discounts or restrictions on transfer. A receivable needs a credit-risk analysis, not just its face value. The file should state the valuation date, currency, exchange-rate source, assumptions, useful life, liabilities and sensitivity to changes.<\/p>\n For equipment, collect the purchase invoice, proof of payment, serial number, technical description, maintenance history, photographs, insurance details and evidence that no lender, lessor or seller retains a right. If the equipment is moving from another country, record the shipping, customs and delivery documents. A foreign invoice may need a certified translation for a French filing or an auditor. Do not describe a leased server or a financed vehicle as owned equipment unless the contract has been reviewed and the transfer is legally possible.<\/p>\n For software and other IP, create a chain-of-title schedule. Identify each author, employee, contractor, group company and third-party contributor. Attach employment and contractor agreements, prior assignments, patent or trade mark records, domain registration details, source-code repository history, open-source notices, data rights, security documentation and any licence that limits transfer or sublicensing. If the foreign founder is not the author, show how the founder acquired the rights. If the code was developed by a foreign subsidiary, obtain that subsidiary\u2019s corporate approval and a written transfer or licence. The French company should not issue capital for an asset it can only use informally.<\/p>\n The wording of the IP instrument should be specific. For copyright, Article L.131-3 requires each assigned right to be separately identified and the exploitation field to be limited by scope, purpose, location and duration. In practice, the schedule should say whether the company receives reproduction, representation, adaptation, translation, maintenance, distribution, sublicensing or other rights, and whether the transfer is exclusive. A statement that the company receives \u201call rights to the software worldwide forever\u201d should be reviewed against the statutory requirements and the actual authorship history. The statute and the contribution agreement should not contradict each other.<\/p>\n For a trade mark or patent, obtain the official registration details and verify the owner, renewal status, territory, classes, security interests and pending disputes. A contribution to a French company may require a recordal with the relevant intellectual-property register to make the transfer opposable or to keep the public record accurate. The founder should distinguish the registered right from a business name, a domain, a logo file or a marketing account. Those items may have different owners and different transfer procedures.<\/p>\n For shares in a foreign company, obtain the foreign company\u2019s articles, current certificate of incorporation, share register or equivalent, certificate of ownership, shareholder agreement, financial statements and a valuation report. Check whether the shares are fully paid, whether they are subject to pre-emption or approval rights, whether a pledge is registered, whether foreign investment or exchange-control rules apply, and whether the issuing company must update its register. If the contributing founder is a corporate entity, include the board or shareholder resolution authorising the contribution and identifying the signatory. If the document is signed outside France, check whether an apostille, legalisation, notarisation or certified translation is required for the intended filing.<\/p>\n For receivables and contracts, attach the underlying agreement, invoices, payment history, correspondence, dispute record and any debtor consent required by the contract. State whether the company receives the receivable in full ownership or only the benefit of collection. Notify the debtor when the law or contract requires it. A receivable from a related foreign company deserves extra scrutiny because the valuation, transfer price, currency, withholding tax and financial statements must tell the same story. A contribution cannot create value by merely moving an uncollectable group balance from one column to another.<\/p>\n The articles need enough detail to identify the asset and the consideration. A description such as \u201call business assets of the founder\u201d is dangerous. Use model, serial number, registration number, patent or trade mark number, domain name, contract date, debtor, share class and quantity where applicable. State the agreed value and the number or nominal value of the securities issued in return. If the asset is contributed only for use, state the term, permitted use, maintenance duties, insurance, return conditions, default events and what happens if the founder loses the underlying right.<\/p>\n Accounting must follow the legal documentation. Article L.123-12 of the Commercial Code states: Tax analysis is separate from corporate validity. The contribution may raise questions about registration duties, capital-gains taxation, VAT, transfer pricing, withholding, customs or the tax residence of the founder. The French company should use the official professional tax portal at impots.gouv.fr<\/a> as a starting point and obtain advice for the exact asset and jurisdictions. A tax treatment that is attractive in the founder\u2019s country does not make the corporate valuation or IP transfer valid in France.<\/p>\n The filing path should also be planned. The formalities are submitted through the official business formalities portal at formalites.entreprises.gouv.fr<\/a>, with the articles, contribution report where required, identity and authority documents, declarations and supporting evidence. The INPI acronym means Institut national de la propri\u00e9t\u00e9 industrielle<\/em>, the National Institute of Industrial Property; it operates the centralised platform but does not decide whether the founder actually owns every asset. The registry may request additional information, and a Kbis issued after registration should be checked against the approved capital and legal form.<\/p>\n Before submitting the package, a foreign founder should run this practical control:<\/p>\n This checklist is particularly useful where the founder is abroad and the asset crosses a border. It prevents a common failure: the company receives a bank account, a laptop or a repository password, but not the enforceable right that was supposed to justify the capital. It also gives a future bank, investor or auditor a clear answer when they ask where the company\u2019s capital came from and what supports the stated value.<\/p>\n A foreign founder may contribute software, intellectual property, equipment, receivables or foreign-company shares to a French SAS or SARL, but the operation is a transfer of rights in exchange for company securities, not a simple delivery of business property. The first decision is whether the French company needs ownership, a usufruct, a right of use, a licence, a reimbursement or financing. The second is whether the value and ownership can be demonstrated independently.<\/p>\n At incorporation, the articles must describe and value each in-kind contribution. The \u20ac30,000 and half-capital conditions may permit a unanimous waiver of the contribution auditor for a SAS or SARL, but that route transfers the valuation risk to the associates and carries a five-year third-party liability rule. For a valuable, cross-border or intangible asset, an auditor and a complete chain-of-title file are usually the safer commercial choice. After the Kbis, use the correct capital-increase procedure, corporate approval and registration formalities. A French company formation lawyer can review the deed, the foreign evidence, the IP chain and the filing before the founder commits the asset or issues the securities.<\/p>\n We offer a telephone consultation within 48 hours with a lawyer from the firm.<\/p>\n You can obtain a focused review of your French company formation, contribution deed and cross-border documents before filing.<\/p>\n Call +33 6 46 60 58 22<\/a> to discuss your situation with Ma\u00eetre Reda Kohen.<\/p>\nI. What can a foreign founder contribute to a French company, and what does the company actually receive?<\/h2>\n
A. Can software, a brand, equipment, receivables or foreign-company shares be contributed in kind?<\/h3>\n
Les droits de chaque associ\u00e9 dans le capital social sont proportionnels \u00e0 ses apports lors de la constitution de la soci\u00e9t\u00e9 ou au cours de l’existence de celle-ci.<\/q> The linked Article 1843-2 of the Civil Code<\/a> is the starting point, although SAS articles may create different classes of securities and particular rights within the limits of mandatory law.<\/p>\n
Les apports en nature sont r\u00e9alis\u00e9s par le transfert des droits correspondants et par la mise \u00e0 la disposition effective des biens.<\/q> The full current text is available in Article 1843-3 of the Civil Code<\/a>. In a contribution in full ownership, the company becomes the owner of the contributed asset, subject to the deed and the applicable registration or notification formalities. In a contribution for use, the founder keeps ownership but gives the company a right of use for the agreed period. A usufruct or another split right must be described precisely because it gives the company less than full ownership.<\/p>\n
Lorsque l’apport est en propri\u00e9t\u00e9, l’apporteur est garant envers la soci\u00e9t\u00e9 comme un vendeur envers son acheteur.<\/q> For a use contribution, the same article compares the founder\u2019s guarantee to that of a landlord towards a tenant. This distinction matters for an international founder. A French company that receives only a licence must not be presented as the owner of the underlying code or brand. A founder who contributes a computer that is leased, pledged or owned by a foreign parent cannot transfer more rights than the founder possesses.<\/p>\n
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La transmission des droits de l’auteur est subordonn\u00e9e \u00e0 la condition que chacun des droits c\u00e9d\u00e9s fasse l’objet d’une mention distincte dans l’acte de cession<\/q>. The same article requires the scope, purpose, territory and duration of exploitation to be delimited. The complete provision is linked here: Article L.131-3 of the Intellectual Property Code<\/a>.<\/p>\n
Sauf dispositions statutaires ou stipulations contraires, les droits patrimoniaux sur les logiciels et leur documentation cr\u00e9\u00e9s par un ou plusieurs employ\u00e9s dans l’exercice de leurs fonctions ou d’apr\u00e8s les instructions de leur employeur sont d\u00e9volus \u00e0 l’employeur qui est seul habilit\u00e9 \u00e0 les exercer.<\/q> The official text is available at Article L.113-9 of the Intellectual Property Code<\/a>. That rule may establish ownership for the employer, not necessarily for the founder or for the new French company. Contractor agreements, founder assignments, open-source obligations and group-company ownership still need separate review.<\/p>\n
B. Should the contribution be made at incorporation or after the Kbis?<\/h3>\n
Les soci\u00e9t\u00e9s commerciales jouissent de la personnalit\u00e9 morale \u00e0 dater de leur immatriculation au registre du commerce et des soci\u00e9t\u00e9s.<\/q> The current text appears at Article L.210-6 of the Commercial Code<\/a>. Before registration, the company is not yet a legal person. A founder who signs a lease, orders equipment or signs an IP agreement \u201cfor the company being formed\u201d can remain personally and indefinitely liable unless the newly registered company validly takes over the commitment.<\/p>\n
Les statuts doivent contenir l’\u00e9valuation de chaque apport en nature.<\/q> It also provides for a report annexed to the articles and prepared under the responsibility of a contribution auditor, subject to the statutory waiver described below. The verified text is available at Article L.223-9 of the Commercial Code<\/a>.<\/p>\n
Une soci\u00e9t\u00e9 par actions simplifi\u00e9e peut \u00eatre institu\u00e9e par une ou plusieurs personnes qui ne supportent les pertes qu’\u00e0 concurrence de leur apport.<\/q> It also contains the special rule for contributions and the limited waiver of a contribution auditor. The official version is linked at Article L.227-1 of the Commercial Code<\/a>. A foreign founder should therefore identify the precise company form before copying a SARL template into a SAS file.<\/p>\n
Les statuts d\u00e9terminent les d\u00e9cisions qui doivent \u00eatre prises collectivement par les associ\u00e9s dans les formes et conditions qu’ils pr\u00e9voient.<\/q> The official text is available at Article L.227-9 of the Commercial Code<\/a>. The articles should be checked first: a foreign parent or new investor may need a specific approval, and the voting threshold may be higher than a simple majority.<\/p>\n
Les titres de capital \u00e9mis en r\u00e9mun\u00e9ration d’un apport en nature sont int\u00e9gralement lib\u00e9r\u00e9s d\u00e8s leur \u00e9mission.<\/q> The full text is at Article L.225-147 of the Commercial Code<\/a>. This provision is relevant to a SAS through the compatibility rule in Article L.227-1. A SARL capital increase follows its own provisions and should be documented with the correct parts, resolutions and filing.<\/p>\n
II. How should a foreign founder value and document an apport en nature?<\/h2>\n
A. When is a commissaire aux apports mandatory, and when can a SAS or SARL waive it?<\/h3>\n
Les commissaires appr\u00e9cient, sous leur responsabilit\u00e9, la valeur des apports en nature et les avantages particuliers.<\/q> Its official text is available at Article L.225-8 of the Commercial Code<\/a>. For a SAS, the relevant public limited company rules apply only where they are compatible and are adapted by Article L.227-1.<\/p>\n
Pour l’application du cinqui\u00e8me alin\u00e9a de l’article L. 227-1 , le montant de la valeur qu’aucun apport en nature ne doit exc\u00e9der est fix\u00e9 \u00e0 30 000 \u20ac.<\/q> See Article D.227-3 of the Commercial Code<\/a>.<\/p>\n
Pour l’application du deuxi\u00e8me alin\u00e9a de l’article L. 223-9 , le montant de la valeur qu’aucun apport en nature ne doit exc\u00e9der est fix\u00e9 \u00e0 30 000 euros.<\/q> The official source is Article D.223-6-1 of the Commercial Code<\/a>. Read together, the rules permit the founders of a SAS or SARL to decide unanimously at incorporation not to appoint an auditor only when both conditions are satisfied: no individual contribution exceeds \u20ac30,000, and the total value of the contributions not reviewed by an auditor does not exceed half of the capital.<\/p>\n
Lorsqu’il n’y a pas eu de commissaire aux apports ou lorsque la valeur retenue est diff\u00e9rente de celle propos\u00e9e par le commissaire aux apports, les associ\u00e9s sont solidairement responsables pendant cinq ans, \u00e0 l’\u00e9gard des tiers, de la valeur attribu\u00e9e aux apports en nature lors de la constitution de la soci\u00e9t\u00e9.<\/q> This five-year exposure is why a foreign founder should be cautious with an untested brand, a code base with unclear authorship, a foreign receivable or shares in a private group company. The apparent saving in auditor fees may be small compared with the liability and the cost of correcting the capital structure.<\/p>\n
B. What valuation file and cross-border evidence should be prepared before filing?<\/h3>\n
Toute personne physique ou morale ayant la qualit\u00e9 de commer\u00e7ant doit proc\u00e9der \u00e0 l’enregistrement comptable des mouvements affectant le patrimoine de son entreprise.<\/q> The verified source is Article L.123-12 of the Commercial Code<\/a>. The company should record the asset, the capital or other corresponding entry, and any related liability in a way that matches the approved valuation. A later accountant should be able to reconcile the ledger to the contribution agreement and the auditor\u2019s report.<\/p>\n
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Conclusion<\/h2>\n
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