What is a French SAS?
A French SAS company, société par actions simplifiée, is a simplified joint-stock company: a company with shares whose founders write most of its rules themselves. Article L227-1 of the French Commercial Code (Code de commerce), checked October 2026, defines it in one sentence: an SAS may be formed by one or more persons who bear losses only up to their contribution.
One form, two names
With a single partner, called the associé unique, the company is commonly called a SASU, société par actions simplifiée unipersonnelle. It is not a separate legal form but an SAS with one partner (article L227-1). When all the shares come into one hand, the company is not dissolved (article L227-4): it carries on as a SASU.
A company with shares, and its limits
The SAS borrows the compatible rules of the société anonyme, the French public limited company, without its minimum capital, board or general meetings (article L227-1). It cannot offer its securities to the public or list its shares on a regulated market. It can still raise money from qualified investors, a restricted circle of investors or a crowdfunding service provider (article L227-2, by reference to article L411-2 of the Monetary and Financial Code).
How does an SAS compare with the other French company types?
Two forms carry most new French businesses: the SAS and the SARL, société à responsabilité limitée, the limited company in France that the Code regulates closely. Both limit the partners’ risk and both can have a single partner. The difference is who writes the rules: the Code in a SARL, the statuts, the company’s articles of association, in an SAS (article L227-5).
| Feature | SAS | SARL |
|---|---|---|
| Partners | One or more, no maximum (article L227-1) | One to one hundred (article L223-3) |
| Cash paid at start | At least half (article L225-3) | At least one fifth (article L223-7) |
| Management | A president, natural or legal person, and any officers the statuts name (L227-6) | One or more gérants, always natural persons (article L223-18) |
| Decisions | Majorities written in the statuts (article L227-9) | Majorities fixed by the Code (articles L223-29 and L223-30) |
| Share transfers | Open unless the statuts add clauses (articles L227-13 to L227-17) | Outsiders need a majority of partners with half of the shares (L223-14) |
| Social security | President covered like an employee (article L311-3, 23°, Social Security Code) | Only gérants holding half of the capital or less (article L311-3, 11°) |
| Tax by default | Corporate tax (article 206 of the tax code) | Corporate tax, except an EURL held by a natural person |
Other types of companies in France, from the société anonyme to the partnerships, rarely fit a first project. The SARL is detailed in the guide to the SARL, and the choice of route in the guide to starting a business in France.
Against an LLC or a UK limited company
The SARL is the French form whose structure looks most like a US LLC, but the freedom of an operating agreement is found in the SAS: the founders write their own governance. Unlike an LLC, though, it is a company with shares, it pays corporate tax by default, and its statuts are filed with the registry. A UK private limited company usually runs on directors and on articles the law supplies by default; an SAS needs only a president, and the rest exists only if the founders write it.
What do you put in, and what do you risk?
Less than many founders expect. Article L227-1 excludes the SAS from article L224-2, which requires a société anonyme to have a capital of at least 37,000 euros, and the official guide to the SAS, checked October 2026, gives one euro as the floor. A very low capital is lawful, but it is the first figure a bank or a landlord reads on the Kbis.
Paying in the shares
The capital is fully subscribed at formation. Shares paid in cash are paid at least half of their nominal value on subscription; the balance follows, when the president calls it, within five years of registration (article L225-3, applied to the SAS by article L227-1). Shares issued for contributions in kind are paid in full as soon as they are issued.
Contributions in kind, and in work
A brand, software or equipment brought to the company is valued by a commissaire aux apports, an independent valuer. The partners can unanimously do without one when no contribution in kind exceeds a threshold fixed by decree, 30,000 euros according to the official guide checked October 2026, and all of them stay under half of the capital; they then answer jointly to third parties for five years for the value given (article L227-1). An SAS can also issue inalienable shares in return for work, the apport en industrie.
What do the statuts decide, and what does the Code still impose?
The statuts set the conditions in which the company is run (article L227-5). The Code keeps a short list of rules no clause can remove: collective decisions, an auditor above a certain size, control of agreements with insiders and the president’s power to bind the company. The figure sets what the Code fixes beside what the founders write.
Decisions the partners take together
The statuts determine which decisions the partners take collectively, in the forms and on the conditions they set (article L227-9). Some can never be left to the president: changes to the capital, mergers, demergers, dissolution, transformation, the appointment of auditors, the annual accounts and the profits. For those, the statuts choose the majority and the procedure, not whether the partners vote.
When an auditor is required
An SAS appoints a commissaire aux comptes when, at the close of a financial year, it exceeds two of three thresholds set by decree (article L227-9-1): a balance sheet total of 5,000,000 euros, a turnover excluding tax of 10,000,000 euros and an average of fifty employees (articles D227-1 and D221-5, checked October 2026). Below them, partners holding a tenth of the capital can ask a court for one, and partners holding a third can require one for three financial years.
Agreements with insiders
The partners vote on a report covering agreements between the company and its president, another officer or a partner holding more than 10 % of the votes (article L227-10). An agreement they reject still takes effect, but the person concerned bears its harmful consequences for the company. Ordinary transactions on normal terms are exempt (article L227-11), and the company cannot lend to its officers who are natural persons (article L227-12).
Who runs an SAS?
A president, always: article L227-6 makes the president the company’s representative towards third parties, appointed as the statuts provide. Mandate, pay, removal: the rest is written in the statuts.
Powers and managing directors
The president has the widest powers to act in the name of the company, within its object. Towards third parties, the company is bound even by acts outside that object, unless it proves that the third party knew or could not have ignored it, and clauses limiting the president’s powers cannot be invoked against them. The statuts may allow other persons, titled directeur général or directeur général délégué, to exercise the same powers (article L227-6).
A company, or a foreigner, as president
The president can be a legal person, whose own managers then bear the same obligations and liability as if they held the office personally (article L227-7). No condition of nationality or residence applies to the president or the partners. A president from outside the European Union, the European Economic Area and Switzerland who settles in France for more than three months needs a residence permit: see the guide to the talent passport and the guide to starting a business.
How are SAS shares transferred, and can a partner be made to leave?
By default, SAS shares change hands without the other partners’ consent. The statuts can change that with four clauses the Code allows, and a transfer made in breach of the statuts is void (article L227-15).
| Clause | What it does | Adopted or changed by | Article |
|---|---|---|---|
| Inalienability | Forbids any transfer, for ten years at most | Unanimity | L227-13, L227-19 |
| Approval | Makes any transfer subject to the company’s prior consent | Collective decision, as the statuts say | L227-14, L227-19 |
| Exclusion | Obliges a partner to sell, with non-financial rights suspended until then | Collective decision, as the statuts say | L227-16, L227-19 |
| Change of control | Lets the SAS exclude a corporate partner whose own control changes | Unanimity | L227-17, L227-19 |
The price of a forced exit
When the statuts do not say how the price is set, it is agreed between the parties or, failing agreement, fixed by a valuer under article 1843-4 of the French Civil Code (Code civil). Shares the company buys back must be sold on within six months or cancelled (article L227-18).
Statuts or shareholders’ agreement?
The statuts bind the company and every future partner; a shareholders’ agreement, the pacte d’associés, binds only those who sign it. Vesting, the terms of a founder’s departure and the next fundraising usually go in the agreement, which Concord also drafts: see shareholders’ agreement.
How are an SAS and its president taxed?
By default, an SAS pays corporate tax, the impôt sur les sociétés, on its profit (article 206 of the French tax code, Code général des impôts, checked October 2026). The president is taxed on pay, the partners on dividends.
Corporate tax, and the option for young companies
The normal rate is 25 %. A company with a turnover up to 10 million euros pays 15 % on its first 42,500 euros of profit, if its capital is fully paid up and at least 75 % held by natural persons, directly or through a company held the same way (article 219, checked October 2026). An SAS that has paid in only half of its capital waits for the balance.
A young SAS can instead opt, for five financial years, to have its profit taxed in the partners’ hands (article 239 bis AB, checked October 2026). The conditions include fewer than five years of existence, fewer than fifty employees, unlisted shares, and at least 50 % of the capital held by natural persons and 34 % by its officers and their households. Every partner must agree.
The president’s social security, and dividends
Presidents and officers of an SAS are treated like employees: they belong to the general social security scheme (article L311-3, 23°, of the French Social Security Code, Code de la sécurité sociale, checked October 2026). According to the official guides, this cover follows the pay received for the office and excludes unemployment insurance. Dividends are not pay: they bear no social security contributions, and a president paid only in dividends builds no protection.
They are taxed by default at a flat 31.4 % according to the official guide checked October 2026: 12.8 % of income tax (article 200 A of the tax code) and 18.6 % of social levies. In a SARL, a majority gérant pays contributions on dividends above 10 % of the capital, share premiums and current accounts (article L136-3 of the Social Security Code). The right mix is the accountant’s question.
What does a SASU change?
The way decisions are taken, not the form. The associé unique exercises the powers the Code gives to the partners collectively (article L227-1), cannot delegate them, and records each decision in a register (article L227-9).
Accounts and formalities
The president draws up the accounts and the single partner approves them within six months of the year end. When the single partner is a natural person who is also president, filing the signed accounts with the registry within that time counts as approval (article L227-9). That SASU also benefits from lighter publication formalities (article L227-1).
From one partner to several
A SASU becomes an SAS with several partners by a transfer of shares or an increase of capital, with no new company and no new registration. Its statuts, written for one person, rarely say how several will decide or how one leaves, which makes the arrival of the second partner the moment to rewrite them.
Concord drafts the statuts and handles the filing for an SAS or a SARL. The registration itself, from the deposit of the capital to the Kbis, is described in the guide to company registration in France.