You live in London, New York, Dubai or Singapore and you want to invoice clients, hire or hold assets through a French company. The first question your French contacts will ask is binary: SAS or SARL? The answer shapes your capital, your power as director, your social contributions bill, the way you sell the business later and the tax treatment of every euro you take out. Choosing the wrong vehicle and converting later costs notary-level fees, a new registration with the commercial court registry, amended statutes, fresh publication and months of bank paperwork. For a founder who manages everything from abroad, that cost doubles because every signature must travel.<\/p>\n
This guide compares the two vehicles step by step for a non-resident founder: what the SAS (soci\u00e9t\u00e9 par actions simplifi\u00e9e, simplified joint-stock company) and the SARL (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, private limited company) really change in practice, how to register through the one-stop shop without flying to Paris, how to appoint yourself director and pay yourself lawfully, and how the French company is taxed once it trades. Every acronym is explained, every decisive rule is linked to its official text, and two recent Cour de cassation rulings show where founders lose cases.<\/p>\n
The companion hub for this series walks through the whole setup sequence for foreign founders, from the blocked capital deposit to the Kbis extract, the VAT number and the first hire: Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire<\/a>. If you hesitate between creating a French company and a lighter presence, read also branch versus subsidiary in France<\/a> before you decide.<\/p>\n The SAS is defined by Article L227-1 of the Commercial Code<\/a>: one or more persons who bear losses only up to their contributions. The SARL is defined in almost identical terms by Article L223-1 of the Commercial Code<\/a>, with the same shield of limited liability and a single-member variant. A one-person SAS is called a SASU (soci\u00e9t\u00e9 par actions simplifi\u00e9e unipersonnelle) and a one-person SARL an EURL (entreprise unipersonnelle \u00e0 responsabilit\u00e9 limit\u00e9e). The liability shield is therefore not the criterion: both protect your personal assets as long as you do not commit management misconduct, grant personal guarantees to the bank or confuse company and personal funds. The real differences are governance latitude, transfer of shares, director status and social cost.<\/p>\n The SAS owes its success to statutory latitude. Article L227-5 of the Commercial Code<\/a> provides that the statutes set the conditions under which the company is managed. You decide who appoints and removes the president, whether a general manager or a board exists, what majority applies to capital increases, transfers or exclusion, and which decisions require a collective vote. For a founder abroad, this latitude is precious: you can authorise video meetings, written consultation, electronic signature, a foreign-language working version of the statutes alongside the binding French text, and a president who acts alone without a resident co-director. The SARL is the opposite: the g\u00e9rant (manager) regime, quorums and majorities are largely set by statute, which protects a minority partner but leaves little room for tailor-made governance. If you start alone and plan to bring in investors, the SAS lets you create preference shares, vesting and exclusion clauses; the SARL divides its capital into parts sociales (non-negotiable units) whose transfer to outsiders requires a formal approval procedure.<\/p>\n That approval procedure matters as soon as you sell or bring in a partner. Under Article L223-14 of the Commercial Code<\/a>, SARL units cannot be transferred to third parties without the consent of a majority of members holding at least half of the units, unless the statutes impose a higher majority, and silence of the company for three months after notification counts as consent. The Cour de cassation confirmed on 2 April 2025, appeal No. 23-23.553, published at Cour de cassation, 2 April 2025, No. 23-23.553<\/a>, that the approval mechanism of Article L223-14 of the Commercial Code<\/a> is public order: units cannot pass to outsiders without the consent of a majority of members holding at least half of the units unless the statutes impose a higher majority, silence for three months after notification counts as consent, and the fifteen-day minimum period for written consultation cannot stretch that three-month statutory period. In a SAS, by contrast, transfers are in principle unrestricted unless the statutes add an approval, pre-emption or inalienability clause, and shares move by account-to-account transfer. A foreign founder who expects an exit, an American investor or an intra-group sale therefore usually prefers SAS shares to SARL units, because the buyer inherits a lighter transfer file and the greffe (registry of the commercial court) publishes fewer blocking steps.<\/p>\n Capital and costs look similar at first glance and diverge in the details. Since 2009 both vehicles can be formed with a symbolic capital of one euro, though banks, landlords and suppliers read a thin capital as a risk signal, and many foreign founders deposit 5,000 to 20,000 euros to obtain a bank certificate and credibility. Contributions in kind above statutory thresholds require a commissaire aux apports (contributions auditor); the SASU founder who contributed business assets formerly operated as a sole trader should check the exemption conditions in Article L227-1 before skipping that report, because members remain jointly liable for five years for the value assigned to contributions made without an auditor. Registration costs are close: publication in a legal gazette, registry fees and the beneficial-owner filing. The RBE (registre des b\u00e9n\u00e9ficiaires effectifs, register of beneficial owners) filing identifies every individual holding directly or indirectly more than 25 percent or exercising control, with passport, address and control terms; a foreign chain of ownership must disclose each layer up to the real individual, and an incomplete RBE filing is the most common ground for a follow-up letter from the greffe to founders abroad. Annual running costs are also close, but the SAS pays slightly more for legal drafting at formation because bespoke statutes take longer to write, while the SARL owner often pays more later to amend standard statutes that no longer fit the business.<\/p>\n Director pay and social charges are where the choice bites every month. The president of a SAS is affiliated to the general social security scheme without unemployment insurance: contributions apply to actual salary, and an unpaid president costs almost nothing in contributions. The majority g\u00e9rant of a SARL belongs to the independent workers scheme: contributions are partly flat-rate and remain due even in lean years, with a different health, retirement and daily-allowance coverage. Article L311-2 of the Social Security Code<\/a> makes affiliation to the general scheme compulsory for employed persons regardless of nationality, which covers the SAS president who draws a salary, while Article L611-1 of the Social Security Code<\/a> organises the separate coverage of independent workers, and Article L131-6 of the Social Security Code<\/a> sets the contribution base for the self-employed. Concretely, a founder abroad who wants to invoice through the French company while keeping a foreign salary often prefers the SAS with zero or modest presidential pay plus dividends, whereas a founder who relocates and draws a stable monthly income sometimes accepts the SARL because the independent scheme can cost less at low income levels once health cover is organised elsewhere. Ask your accountant for a two-column simulation at three income levels before you sign the statutes, because switching vehicles later means dissolving nothing but re-registering, re-filing the RBE, re-negotiating the bank mandate and re-printing every contract header.<\/p>\n Two practical tests close the choice. First, the investor test: if you plan a funding round, stock options, convertible notes or an American parent holding French shares, take the SAS, whose securities toolbox mirrors international practice. Second, the family test: if the business is a restaurant, a craft workshop or a consultancy held with a spouse, and you value statutory protection of the minority and low drafting costs, the SARL remains respectable. Either way, write the statutes for the company you will run in three years, not the one you register this week: exclusion, approval, valuation and non-compete clauses are easy on day one and almost impossible to impose later on a reluctant minority. The price of a bespoke SAS statute drafted from abroad is a fraction of a shareholder dispute before the Paris Commercial Court.<\/p>\n Since 1 January 2023 all formations pass through the guichet unique (one-stop shop) operated by the INPI (Institut national de la propri\u00e9t\u00e9 industrielle, National Institute of Industrial Property). Paper filings at the old business formalities centres have ended: you file one electronic dossier, the INPI routes it to the greffe, the tax office and the social bodies, and the greffe issues the Kbis extract, the official identity card of the company showing name, capital, address, activity, directors and SIREN number (the unique company identifier issued by INSEE). The BODACC (Bulletin officiel des annonces civiles et commerciales, official gazette) then publishes the creation notice that banks and suppliers check. A foreign founder never needs to queue in Paris; the file travels, not the founder, provided the supporting documents are complete and correctly legalised.<\/p>\n The dossier has six building blocks. First, the address: a lease, a domiciliation contract with an authorised provider, or the home of the director under the conditions of the lease and co-ownership rules. Domiciliation companies ask for identity, proof of address abroad and the draft statutes; landlords signing with a non-resident company ask for the future Kbis, a bank guarantee or a parent guarantee and sometimes a full year of rent deposit. Second, the draft statutes in French, signed, showing contributions, capital, governance and the appointment of the first director. Bilingual versions are accepted for comfort, but only the French text binds the company and the greffe reads only French, so have the translation checked rather than machine-generated. Third, the capital deposit certificate: the bank or the Caisse des d\u00e9p\u00f4ts locks the cash contributions and issues the certificate the INPI requires before registration. Foreign founders open this blocked account with a passport, proof of address, draft statutes and the source-of-funds file; American founders should expect FATCA forms, and founders from sanctioned or high-risk jurisdictions should expect enhanced due-diligence delays. Keep the wire proof, because the greffe and the bank cross-check the depositor names against the subscriber list.<\/p>\n Fourth, identity and capacity documents for every director and shareholder: passport, foreign criminal record or sworn declaration of non-conviction, and for non-EU directors the applicable residence or long-stay visa file handled by the dedicated immigration desk, not by the company formation team. Documents in a foreign language need a sworn translation, and public documents from Hague Convention states need an apostille; other states go through consular legalisation. Fifth, the RBE declaration of beneficial owners with full ownership chain. Sixth, the activity-specific licences: regulated activities such as finance, health, security, transport or construction require diplomas, insurance or prior authorisation, and the INPI blocks the file until the licence is attached. Missing one of these six blocks is the standard cause of the INPI rejection email that founders abroad receive at midnight: the platform reopens the file, the clock restarts, and the bank certificate edges toward expiry.<\/p>\n Three reflexes make the remote filing succeed. Appoint a French-speaking authorised representative with a precise written power of attorney covering the INPI filing, the bank appointment, the lease signature and the RBE filing; banks and notaries reject vague mandates. Align every name, date of birth and address across passport, statutes, lease, bank file and RBE on a byte-by-byte basis, because the greffe compares strings, not intentions, and a middle name present in one document and absent in another triggers a correction round. Finally, anticipate the VAT number: the SIREN arrives with the Kbis within days, but the intra-Community VAT number is issued by the tax office afterwards and can take weeks for a company whose directors live abroad; if you must invoice EU clients immediately, tell the tax office correspondent in the first return and keep proof of the application. Service-public.fr publishes the current checklists for SAS and SARL formation, and the INPI help pages describe each supporting document; read them on the day you file, because required exhibits change without notice.<\/p>\n Once the Kbis arrives, the company exists and the calendar starts: open the operating bank account on the strength of the Kbis, register for VAT and the relevant tax regimes, join the social bodies, take out professional insurance, and file the RBE confirmation. Store the Kbis, the statutes, the capital certificate, the lease, the RBE receipt and the BODACC notice in one continuous file: your accountant, your bank and any future buyer will ask for exactly this bundle, and rebuilding it from abroad costs weeks.<\/p>\n Direction of the SAS belongs to the president, with other officers only if the statutes create them. Article L227-6 of the Commercial Code<\/a> provides that the company is represented by its president and that the statutes may add a general manager or delegated officers whose powers, also set by the statutes, bind the company vis-\u00e0-vis third parties. In practice the foreign founder names himself president of the SAS, acts alone, and adds a directeur g\u00e9n\u00e9ral (general manager) only when operations require a second signature in France. Direction of the SARL belongs to one or more g\u00e9rants appointed by the members: Article L223-18 of the Commercial Code<\/a> organises appointment, powers and removal, and case law requires a juste motif (lawful ground) for removing a manager without damages, unlike a SAS president who can in principle be removed on the terms the statutes set, including at will without compensation.<\/p>\n That asymmetry recently produced a leading ruling every foreign founder should know. On 9 July 2025, appeal No. 24-10.428, published in the Bulletin, the Commercial Chamber of the Cour de cassation held: “Il r\u00e9sulte de ces textes que les statuts de la soci\u00e9t\u00e9 par actions simplifi\u00e9e fixent les conditions dans lesquelles celle-ci est dirig\u00e9e, notamment les modalit\u00e9s de r\u00e9vocation de ses dirigeants. Si une d\u00e9cision des associ\u00e9s peut compl\u00e9ter les statuts sur ce point, elle ne peut y d\u00e9roger, quand bien m\u00eame aurait-elle \u00e9t\u00e9 prise \u00e0 l’unanimit\u00e9.” The full decision is published by the Cour de cassation at Cour de cassation, 9 July 2025, No. 24-10.428<\/a>. The facts are a warning: the statutes allowed removal of the general manager at any time without cause by the president, but a unanimous meeting later appointed the manager with annexed terms limiting removal to three defined cases; when the president removed him outside those cases, the courts first applied the annex, and the Cour de cassation quashed that reasoning, holding that an off-statute decision can supplement the statutes but can never contradict them, even unanimously. For a founder abroad the lesson is operational: if you want protection against removal, or the opposite, write it into the statutes themselves and register the amendment; side letters, minutes and shareholder pacts do not override the statutes. The SARL-side mirror ruling of 2 April 2025, appeal No. 23-23.553, published at Cour de cassation, 2 April 2025, No. 23-23.553<\/a>, confirms that transfer-approval rules are public order. Read together, the two 2025 rulings say the same thing: in French company law, the statutes and the statute book beat private side deals.<\/p>\n Social status follows the office. The paid SAS president joins the general scheme as an assimilated employee, with health, family, retirement and workplace-accident cover but no unemployment insurance, and contributions calculated on real salary. The majority SARL g\u00e9rant joins the independent scheme with its own health cover, basic and supplementary retirement, daily allowances after a waiting period and distinct contribution calls collected through URSSAF (Unions de recouvrement des cotisations de s\u00e9curit\u00e9 sociale et d’allocations familiales, the agency collecting social contributions). An unpaid SAS president costs the company almost nothing in social charges; a majority g\u00e9rant pays minimum flat contributions even in a loss-making year. A non-resident founder who keeps health cover in his home country and draws little French salary therefore often favours the SAS, while a founder who settles in France and wants independent-scheme retirement points may accept the SARL. Wherever you live, register the director with the correct body on day one: URSSAF reassessments against foreign directors start with a wrong or missing affiliation, and the agency works from documents, not from your travel calendar. Our dedicated analysis of director pay, social charges and health cover from abroad details the contribution tables and the proof file to keep: link it from your internal procedures once published.<\/p>\n Running the company remotely requires three disciplines. First, hold real meetings: convene with proper notice, keep attendance sheets, sign minutes and store them with the accounts, because a labour court, a tax auditor or a buyer treats missing minutes as a symptom of deeper disorder. Video participation is valid when the statutes allow it; forbid it nowhere and authorise it expressly. Second, separate powers and money: no personal expenses on the company card, no company rent paid from a personal account, written current-account agreements for any shareholder advance, and a bank mandate that matches the statutes. Third, watch disqualification and conflict rules: a foreign criminal conviction for financial offences can bar directorship in France, and contracts between the company and its director follow approval and disclosure procedures that an auditor checks line by line. None of this requires living in Paris; it requires a calendar, a minute book and an accountant who answers emails.<\/p>\nI. How do you choose between a SAS and a SARL when you live abroad?<\/h2>\n
A. Should a foreign founder pick the SAS or the SARL to start a company in France?<\/h3>\n
B. How do you register your French company from abroad and get your Kbis without travelling?<\/h3>\n
II. How do you manage and pay yourself from your French company while living abroad?<\/h2>\n
A. Should you be president of a SAS or g\u00e9rant of a SARL when you live outside France?<\/h3>\n
B. How is your French company taxed and how do you take money out without a reassessment?<\/h3>\n