SAS vs SARL: which company to choose in France
The governance, capital and investor differences that decide between the two.
Read MoreFor Founders, Investors & International Groups
Hiring Employees in France
From incorporation to M&A, governance and commercial contracts — registered French lawyers advising you in clear English on every legal decision that shapes a French company.
- Distribution model selection memo — exclusive, selective or non-exclusive
- Loi Doubin compliance — Article L330-3 pre-contractual disclosure
- Bespoke distribution agreement — drafted, not templated
- Territory, pricing & reporting framework
- Rupture brutale protection clauses — Article L442-1, II
- Bilingual delivery (English / French)
PETROFF AVOCATS· 182 rue de Rivoli, 75001 Paris · RCS Paris 814433470 · Toque #C2396
Why this matters
Why hiring a distributor in France is not just a contract
France protects distributors more aggressively than most jurisdictions. A poorly drafted agreement does not simply fail — it actively exposes the supplier to claims that did not exist before the contract was signed.
If your distribution agreement is not built around French commercial law, four risks materialise:
We Offer Strategic Legal Services
Understanding Your French Company's Registered Office
Your registered office (siège social) is the company's legal address — it determines the competent commercial court, the tax office and the publication requirements that apply to the company.
It must be a real address you are entitled to use: owned or leased premises, a domiciliation contract, or the legal representative's home under the conditions set by Article L123-11-1 of the Code de commerce.
Changing it later means a statutory amendment, a board or shareholder decision, an updated Kbis and a publication — so it is worth getting right from the start.
We confirm the address is valid for your structure, draft the supporting documents and file the registration so your Kbis issues without a rejection from the greffe.
Where a domiciliation company is used, we check the contract meets the legal conditions and that mail handling and availability obligations are actually met.
If you operate from several sites, we set the principal establishment correctly and register secondary establishments where the law requires it.
We confirm the address is valid for your structure, draft the supporting documents and file the registration so your Kbis issues without a rejection from the greffe.
We confirm the address is valid for your structure, draft the supporting documents and file the registration so your Kbis issues without a rejection from the greffe.
We confirm the address is valid for your structure, draft the supporting documents and file the registration so your Kbis issues without a rejection from the greffe.We confirm the address is valid for your structure, draft the supporting documents and file the registration so your Kbis issues without a rejection from the greffe.
Where a domiciliation company is used, we check the contract meets the legal conditions and that mail handling and availability obligations are actually met.
If you operate from several sites, we set the principal establishment correctly and register secondary establishments where the law requires it.
Process
How we structure your distribution arrangement
Distribution Model Selection
We assess your product, margins and territory and recommend the right model — exclusive, selective or non-exclusive — under French and EU vertical restraints rules.
Loi Doubin Pre-Contractual Disclosure
Where exclusivity or quasi-exclusivity is on the table, we prepare the Article L330-3 disclosure document and ensure the mandatory 20-day waiting period before signature.
Agreement Drafting
Bespoke distribution agreement covering territory, pricing, exclusivity, IP licensing, reporting, minimum performance, term, renewal and — critically — termination notice periods consistent with Article L442-1.
Bilingual Signature Pack
English and French versions, signature-ready, with a memo explaining the operative clauses so your commercial team can use the contract without legal hand-holding.
Ongoing Compliance Support
We remain on call for renewals, amendments, performance disputes, and — when necessary — structured termination that does not trigger rupture brutale claims.
What Sets Us Apart
Senior French counsel — not a templating service
Registered French Counsel
Avocate au Barreau de Paris with full rights of audience — not a paralegal service, not a template factory.Bilingual By Default
Every deliverable lands in English and French, signature-ready and consistent — your commercial team uses it without translation.Fixed Fees, No Surprises
Quoted upfront, no time-billing and no scope-creep invoices. You know the cost before we begin the work.Senior Partner On Every File
Mariela Petrova personally drafts and signs off — no junior delegation, no ghost-drafting, no hand-offs mid-engagement.Aftercare On Standby
Optional retainer covers renewals, amendments and structured terminations so notice-period disputes never catch you without counsel.
Pricing
Engage a French distributor — clear budget, no surprises
Pricing
From€1,490
Flat legal fee starting from
- Includes Loi Doubin disclosure preparation and bilingual contract drafting
- Complex matters (multi-territory, group structures, IP-heavy products) on quote
- No hidden costs, no recurring subscription, no platform fees
- No upselling of registered offices, virtual accounts or unrelated services
- No confusing “packages” hiding extra charges
- Only real legal services tailored to protect your distribution channel
- Optional follow-on retainer for renewals and amendments
We Offer Strategic Legal Services
How we structure your distribution arrangement
We Are Experts in Building Dreams
Fast turnaround: Your SARL incorporated quickly with lawyer + paralegal support.
Up-to-date documents: All corporate documents are drafted in compliance with French law.
Clarity & Protection: Articles of association and shareholder agreements designed to be clear, practical, and protective of shareholder rights — especially if new shareholders join later.
Lawyer registered with the Paris Bar
Why this matters
Why hiring a distributor in France is not just a contract
Key point
Rupture Brutale — Article L442-1, II Of The Code De Commerce.
Ending an established commercial relationship without sufficient written notice triggers damages calculated on lost margin during the missing notice period. Notice obligations apply regardless of contract wording.
Key point
Significant imbalance (déséquilibre significatif).
French courts strike down clauses imposing disproportionate obligations on the distributor — even where both parties signed knowingly.
Your French Registered Lawyer
Mariela Petrova
Avocate au Barreau de Paris
Toque #C2396
15+ Years In Corporate Practice
English · French · Russian
Practice Areas
Practice Areas
- Company Formation (SAS, SARL, SA, SCI)
- Mergers & Acquisitions, Venture Capital
- Commercial Contract Drafting & Negotiation
- Intellectual Property & GDPR Compliance
- Real Estate Acquisition & Leasing
- Litigation & Arbitration
Common Questions
Working with a corporate lawyer in France — Q&A
Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.
A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.
Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.
The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.
Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.
We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.
Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.
Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.
Mariela Petrova
Avocate au Barreau de Paris
Toque #C2396
15+ Years In French Corporate Practice
English · French
Ready When You Are
Talk To A French Lawyer In France.
A 20–30 minute call, in English, to scope your matter. No obligation, no preliminary fee. You will leave the call with a clear view of what the work will cover and what it will cost.
Where We Come In
Help With Your SAS
SAS Formation & Registration
Statuts, capital deposit, RNE registration and Kbis — handled end to end, without you setting foot in France.
SAS Statuts & Shareholder Agreement
Governance, transfer restrictions and exit terms drafted before you sign, not after the first disagreement.
Converting a SARL into an SAS
Shareholder approval, statuts rewrite, and the tax and social security consequences of the switch.
SAS Formation & Registration
Statuts, capital deposit, RNE registration and Kbis — handled end to end, without you setting foot in France.
Legal Support
Legal guidance for international clients creating companies in France
French-Business-Law.com is designed for clients who need French legal support in a clear, international and business-focused format. We help you understand the legal issue, prepare the right documents and move forward with practical next steps.
Mariela
Petrova
French Company Formation Lawyer, Paris, France
Mathieu
Cochet
French Lawyer — Barreau de Grasse, France
Nevena
Mehandzhiyska
French Notaire — Toulouse, France
Tony
Bazin
French Lawyer — Barreau de Angers, France
Other Matters We Handle
Beyond The SAS
French SARL Incorporation Lawyer
Fixed statutory governance, gérant appointment and the TNS social regime — the SARL route, and when it beats the SAS.
French SASU Incorporation Lawyer
The single-shareholder SAS: same flexibility, lighter formalities, and the obligations that still apply.
French SCI Incorporation Lawyer
The civil property vehicle for holding French real estate — statuts, gérance, and the tax election that decides everything.
French Subsidiary & Branch Lawyer
Filiale or succursale for a foreign group — corporate authority, signatory powers, and what each one exposes the parent to.
Your SAS Articles, Checked Before You File
A French registered lawyer reviews your articles and replies in plain English within 48 hours.
Understand The Law First