How to Set Up a Company in France: A Foreign Founder's Guide

How to set up a company in France: what a foreign founder needs to know

A foreign founder can set up a French company without holding a French residence permit, without putting up a minimum capital, and without being physically present in France on the day of incorporation. The whole path, from drafting the bylaws to depositing the capital and collecting the registration certificate (the K-bis), takes two to three weeks for a clean file, and almost all of it can be handled remotely. For most foreign founders the right vehicle is the SAS (société par actions simplifiée), the flexible joint-stock company behind roughly 70% of French company creations, because it accepts a single shareholder, a foreign individual or a foreign company at any percentage, and a foreign legal entity as its president.

Incorporating comes down to five decisions taken in the right order, the legal form, the shareholders, the tax regime, the bylaws and the capital, followed by one filing at the single-window business portal (the Guichet unique). This guide takes each decision in the order you will face it, then walks the registration file that closes the process, what it costs, and the obligations that follow in the first weeks after the company exists.

Where are you in setting up your French company?

Tell us your starting point and see the stage of incorporation where founders in your position most often lose time before filing.

Choosing the legal form: SAS, SARL or SA

Three commercial forms carry almost every foreign-founded business in France, and the choice shapes everything downstream: governance, the manager’s social-security status, and how freely shares change hands. For most foreign founders the SAS is the right default, but the SARL and the SA remain real options for narrower profiles.

The SAS is governed by its own bylaws. The law fixes only a short list of mandatory rules, a president with sole authority to represent the company toward third parties, a set of decisions reserved to the shareholders, and the fundamental rights every shareholder keeps, such as the right to take part in collective decisions and the rule that a shareholder’s commitments cannot be increased without consent (C. com. Art. L 227-1 to L 227-20). Everything else, the management structure, the majorities, the admission and exit of shareholders, is written by the founders into the bylaws (statuts). Liability is limited to the amount contributed. The counterpart of that freedom is drafting risk: what the bylaws do not settle, no statute settles for you.

The SARL is the older, rule-bound alternative. Its manager (gérant) must be an individual, every share carries one vote, the majorities and meeting formalities are fixed by statute, and the manager’s social-security status turns on whether he holds a majority of the capital, the source of the well-known majority-manager problem. The SAS president, by contrast, is covered by the employee-type general scheme whether or not he holds the majority. A married founder should also note that under the SARL rules a spouse married under community of property can claim shareholder status on contributions of common funds; that does not arise for the SAS, whose shares are negotiable securities.

The SA is for companies heading to a listing. It requires capital of at least €37,000 (C. com. Art. L 224-2), at least two shareholders (seven if listed), an individual as chief executive, and a board with statutory powers. It is, in practice, the only commonly used form whose shares can be admitted to trading on a regulated market; the SAS cannot be listed, though it may make offers to qualified investors, to a restricted circle, through crowdfunding, and to its own executives and employees (C. com. Art. L 227-2).

Who can set up a company in France, and when foreign investment is screened

There is no nationality test and no residence test. Any individual or company, French or foreign, can subscribe shares in an SAS and hold any percentage, including 100%. Shareholders do not need to be merchants, French residents or EU nationals, and no French co-shareholder is required. The residence question arises only for the person who will head the company, and it is a question of supporting documents rather than eligibility: a non-EU national residing in France and running the company needs a residence permit allowing a professional activity, while a non-resident executive files identification and a sworn declaration.

The company itself needs a registered office (siège social) in France, but the founder does not need a French address. The office can be leased commercial premises, a coworking address, a domiciliation contract with a registered provider, or the home of the company’s legal representative, permanently where neither the lease nor the co-ownership rules prohibit it, and otherwise for a maximum of five years, after which the office must move (C. com. Art. L 123-11-1). A founder who intends to relocate to France to run the business will need a residence permit, typically the one-year carte de séjour temporaire entrepreneur, the four-year talent, porteur de projet permit, or a ten-year carte de résident.

Two eligibility limits catch founders out. A minor cannot serve as a director alone: a minor may be authorised by their legal administrator to perform the day-to-day acts of setting up and running a single-shareholder company, but contributing real estate or a business as capital remains an act of disposition reserved to the administrator (C. civ. Art. 388-1-2). And a founder disqualified from managing a French company, through a bankruptcy sanction or a criminal conviction recorded on the national register of disqualified managers, cannot serve as an officer until the disqualification is lifted; the registrar checks that register at registration, and every officer signs a declaration of non-conviction.

When foreign investment is screened

France screens foreign investment only in sensitive sectors (C. mon. fin. Art. L 151-3). Where the target’s activity touches public order, public security or national defence, on a list fixed by regulation, prior authorisation from the Minister of the Economy is required for an acquisition of control, the acquisition of a branch of activity, or the crossing of 25% of the voting rights (10% for listed companies). The minister has thirty working days to respond, and a further forty-five where an in-depth review opens; silence counts as rejection, not approval, and completing a covered transaction without clearance exposes the investor to injunctions and financial and criminal sanctions. A new company incorporated to run its own business usually falls outside these triggers, but the check becomes central whenever the French entry is structured as a buy-out of an existing activity.

Founders who want a closed shareholder base can also screen privately through the bylaws. Because SAS shares are in principle freely negotiable, the control is written in: a transfer-approval clause (agrément), a non-transferability clause for up to ten years, an exclusion mechanism, and an obligation on a corporate shareholder to disclose a change of its own control. A transfer made in breach of these statutory clauses is void (C. com. Art. L 227-15), which is exactly what makes them stronger than the same promises made in a separate shareholders’ agreement.

The tax decisions when you set up a company in France

The SAS is subject to company tax (impôt sur les sociétés, IS) as of right, whatever its activity, at a standard rate of 25% for financial years opened since 1 January 2022 (CGI Art. 206 and 219). A reduced rate of 15% applies to the fraction of profit up to €42,500, but only where every prong of the test is met: turnover not exceeding €10 million, and a fully paid-up capital held continuously, directly or indirectly, at least 75% by individuals. The paid-up condition matters: a founder who leaves half the capital uncalled also leaves the 15% band unavailable.

An additional social contribution of 3.3% of the company tax is due only where turnover reaches €7,630,000 and the company tax itself exceeds €763,000 (CGI Art. 235 ter ZC); companies below either threshold do not pay it. Company tax is charged on the profit whether it is retained or distributed, and shareholders are taxed personally only on what the company distributes to them, one of the main reasons to incorporate rather than trade as a sole trader when earnings are being reinvested.

A young company can also opt out of company tax for up to five financial years, electing instead the partnership regime where profits are taxed directly in the shareholders’ own returns (CGI Art. 239 bis AB). The conditions apply together: the company is less than five years old at the start of the first year covered, its principal activity is industrial, commercial, artisanal, agricultural or professional, individuals hold at least 50% of the capital and voting rights with the officers and their households holding at least 34%, and it has fewer than fifty employees and turnover or a balance-sheet total below €10 million. The election needs the agreement of all shareholders and is notified to the tax office within the first three months of the year it first covers. The point is timing: early losses flow through to the shareholders and offset their other income, instead of sitting in the company as carried-forward deficits waiting for future profits.

How much capital you need, and the three kinds of contribution

There is no statutory minimum capital for an SAS or a SARL. The bylaws can fix the share capital at €1 and the company is validly formed; only the SA still imposes a minimum, €37,000 (C. com. Art. L 224-2). What the rule allows and what makes commercial sense are two different points. A capital of €1 can be flagged by banks at account opening, weakens the founder’s hand in negotiating leases or supplier credit, and looks thin to counterparties who pull a K-bis. A range of €5,000 to €50,000 is commonly chosen for an operating SAS in its early years, with holding companies and joint ventures funded higher. Unpaid capital also carries tax consequences: both the 15% reduced band and the deduction of interest on shareholder loan accounts require the capital to be fully paid up.

Capital can be contributed in three forms: cash, assets in kind, or, only in the SAS and the SARL, services and know-how.

Cash contributions and the deposit of funds

Cash contributions must be paid in at least half at subscription, with the balance called by the president within five years. The subscribed funds are deposited with a French bank, a notary or an authorised investment firm, within eight days of receipt where the depositary did not collect them directly, and the depositary issues a certificate listing the subscribers and their payments. The bylaws can only be signed once that certificate exists. The funds stay blocked until the company is registered and are released against the K-bis; if the company is not incorporated within six months of the deposit, the subscribers can recover their money through a representative they designate or one appointed by the court.

Contributions in kind

Assets other than cash, equipment, IP, securities, a business as a going concern or real property, are contributed against shares, with a description and valuation of each asset in the bylaws. Valuation is in principle controlled by an in-kind valuation auditor (commissaire aux apports), whose report must be available to the founders at least three days before the bylaws are signed and stays annexed to them. The founders can decide unanimously to do without the auditor where two tests are met together: no single contribution in kind exceeds €30,000, and the total of the in-kind contributions does not exceed half the capital. The waiver shifts the risk onto the shareholders, who are jointly liable to third parties for five years for the value given to those assets, and deliberately overvaluing a contribution is a criminal offence. Contributing a business as a going concern or real property adds formalities of its own, publicity that mirrors a sale, creditor-protection windows, and land registration by notarial deed, and lengthens the timeline accordingly.

Contributions of services

The SAS can issue shares against services or expertise (apports en industrie), a real option for a founder whose input is work rather than money, and one the SA does not allow. These shares carry economic and voting rights but do not count toward the stated capital and cannot be transferred, and the bylaws must organise them: the services promised, their duration, and what happens when the contributor stops performing. Unless the bylaws say otherwise, the service contributor’s share of profits equals that of the shareholder who contributed the least. Capital can also be paid up by set-off against a liquid claim the founder holds against the company, though that is more relevant to a later capital increase than to the original incorporation.

Do you need a valuation auditor to set up your French company?

Answer two questions and see whether the founders can lawfully waive the in-kind valuation auditor, and what a waiver costs in shareholder liability.

Who runs your company: the president and other officers

A French SAS must have a president, who can be an individual or a legal entity and, unlike in the SARL or the SA, can be a foreign company acting through its own legal representative. A US Inc., a UK Ltd, a German GmbH or any other foreign corporate form can be appointed president of a French SAS subsidiary. The president has the broadest powers to bind the company toward third parties: any act the president signs binds the company, even one outside the corporate purpose, unless the third party knew it was outside scope. The bylaws cannot defeat that rule against third parties; they can only allocate liability internally between the president and the shareholders.

The bylaws can install other officers, a directeur général and deputy general managers, a board, or one or more committees, and whichever officers exist are set out in the bylaws, with those who habitually bind the company declared to the trade registry so third parties can know their identity and powers. A remunerated SAS president is treated for social-insurance purposes as an assimilé salarié, affiliated to the general employee regime whatever the shareholding, and is covered for sickness, family, work-accident and retirement on the employee scale. The president does not, however, pay into the unemployment branch and accrues no unemployment rights from the mandate alone, and a non-remunerated mandate generates no affiliation at all, so a founder who postpones drawing pay in the early months should plan personal cover for that period.

The bylaws: what they must contain

The bylaws (statuts) are the constitution of the SAS, and they carry more weight here than in any other French form, because the law leaves the management structure, the decision-making and the shareholder relations to them. They must be in writing; a notarial deed is required only where a contribution includes assets subject to land registration, such as real property. Every SAS’s bylaws must state the legal form, the duration (capped at ninety-nine years, renewable), the corporate name, the registered office, the corporate purpose and the share capital, and, on top of that common core, must fix the conditions in which the company is directed, the terms of appointment of the president, the decisions to be taken collectively together with their form and majority, and the identity of the first president. The description and valuation of any contribution in kind must appear, and any transfer restriction, approval, non-transferability, exclusion or change-of-control disclosure, only works if it is in the bylaws.

The corporate purpose must be lawful and precise: it defines what the president can commit the company to, and its extinction is a ground of dissolution, so it should be drafted wide enough to cover the planned development of the business without being so vague that it fails to describe an activity. The company name is chosen freely, subject to earlier rights, and a search of existing company names and trademarks before filing avoids an expensive rebrand; on documents addressed to third parties the name must appear with the form société par actions simplifiée or SAS and the amount of the share capital.

Since 1 October 2025, the bylaws can go one step further and stipulate that decisions taken in breach of the rules the bylaws themselves lay down are void (C. com. Art. L 227-20-1). Before that reform, breach of a purely contractual bylaw rule was, in most cases, not a ground of nullity, which weakened carefully drafted governance clauses. The option should be used selectively, because attaching nullity to every procedural clause converts drafting slips into litigation. Where the SAS expects to issue preference shares, install an approval clause, lock founders’ shares for a period or allow exclusion, those provisions belong in the bylaws too. The bylaws can be drafted in any language but must be filed with a French translation, and a separate pacte d’associés (shareholders’ agreement) is commonly signed alongside them to hold terms the founders prefer to keep private, detailed exit mechanics, drag-along and tag-along, information rights, non-compete. A breach of the pacte sounds in damages between the parties, but only the bylaws can produce nullity of a transfer, so an investor-grade SAS usually needs both.

Step by step: how to set up a company in France

With a clean file, the sequence runs in five stages and takes two to three weeks from the first draft of the bylaws to the K-bis.

The file carries the signed bylaws (with the valuer’s report annexed where required), the depositary’s certificate, proof of the registered office, each officer’s identification and sworn declaration of non-conviction, the legal-notice attestation, the declaration of beneficial owners, and any sectoral authorisation. Once the registry of the commercial court has the complete file it registers the company within one clear working day, or up to five where the file needs further examination, and an incomplete file is returned with fifteen working days to fix it. The registrar publishes the incorporation in the official bulletin within eight days, the funds are released against the K-bis, and the company starts operating in its own name.

What it costs to set up a company in France

The only mandatory cash costs are the legal-notice publication and the registry filing. The legal notice is €197 before tax for an SAS in metropolitan France in 2025 and €141 for a SASU, higher only in La Réunion and Mayotte, and the registration formality at the registry is a small filing fee, in the order of €40 to €50 for an SAS, plus the beneficial-owner declaration.

Beyond that, the founders choose what to spend. Typical optional line items are counsel’s fees for drafting the bylaws and any shareholders’ agreement and coordinating the deposit and the filing, bank charges for opening the first account, a domiciliation contract or office lease where the registered office is not at the representative’s home, translation of the bylaws, and the commissaire aux apports fee where an in-kind contribution triggers the appointment. For a single-founder SASU using a domiciliation address, lightly tailored template bylaws and only cash, the all-in legal cost can be kept under €1,500 plus the share capital itself; an investor-grade SAS with several founders, a tailored shareholders’ agreement and an in-kind package costs materially more and is usually scoped as a fixed fee at the start.

What happens after you set up your company in France

The day the K-bis issues, the blocked capital is released to the company’s first operational account and the company has its SIREN and SIRET identifiers, its APE activity code, and its entry in the trade and companies register. Several obligations follow in the first weeks and months.

The beneficial-owner declaration lists every individual who directly or indirectly holds more than 25% of the capital or voting rights, or otherwise controls the company (C. mon. fin. Art. L 561-45-1 s.); it is filed with the registration file through the Guichet unique and updated whenever ownership or control changes, and an inaccurate or missing declaration is criminally sanctioned, up to six months’ imprisonment and a €7,500 fine for an individual. VAT registration follows for most operating companies, with the intra-Community number generated at registration and activated according to the corporate purpose and turnover. The bank account converts from the blocked deposit account to the company’s operating account, though French banks have tightened onboarding for foreign-controlled companies, so the supporting file, corporate documents, the ownership chain, the source of funds, is worth preparing early.

A statutory auditor (commissaire aux comptes) becomes mandatory when the company exceeds two of three thresholds at a year-end, a €5 million balance sheet, €10 million turnover, or fifty employees, with lower thresholds inside groups (C. com. Art. L 227-9-1 and D 227-1); most newly formed companies sit below and appoint one only if an investor requires it. The annual accounts must be prepared, approved and filed each year: in a SASU whose sole shareholder is an individual and president, depositing the signed accounts within six months of the year-end counts as approval, while a multi-shareholder SAS takes a collective decision under the bylaws, and the accounts are filed within the following month, with penalties for late filing. First hires bring registration as an employer with URSSAF and the pension funds and sign-up to an occupational-medicine service, and sectoral authorisations, where the activity is regulated, must be in hand before the activity starts and are worth planning on their own timeline.

Frequently Asked Questions

This article is for general information only and reflects French law as published at the date shown above. It does not constitute legal advice. Always seek qualified advice before acting.