Setting up a company quickly in France: which steps should you prepare?

Three key points

• Speed depends first on the information available and the founders’ agreement on how the company will operate.
• The capital deposit, certain authorisations and the processing of the application depend on external parties.
• A fixed fee should specify the services included and any additional costs; it does not guarantee registration on a particular date.

Registration, known as immatriculation, gives the company its own legal personality, separate from its members. Its articles of association, or statuts, set out its organisational rules. Preparing these documents therefore also means deciding how you will conduct the business and work together.

A practical example

Fictional example. Two founders want to form a SAS before their first client engagement. Proof of the registered office is missing, and the bank requires information about a corporate shareholder. Signing the articles immediately will not resolve these issues. Gathering the documents and starting the bank’s checks helps establish a realistic timetable.

1. Which decisions should you settle before drafting the articles?

Describe the proposed activity, the people who will carry it out and the funding required. The legal form follows from these factors, the desired operating arrangements and the directors’ circumstances. A SAS, a SARL or their single-member forms will not necessarily suit the same needs. Choosing a structure simply because it seems quick to establish can lead to amendments soon after launch.

Next, decide on the contributions, ownership of the capital, directors and decisions requiring members’ approval. The corporate purpose, or objet social, describes the company’s authorised activities and must reflect the project. You should also check whether the activity is regulated and requires a qualification, professional registration, insurance or a specific authorisation. Company registration does not replace these requirements.

The proposed name and registered office address should be checked early. Acceptance of a company name during registration does not guarantee its availability in relation to trade marks or earlier rights. You must provide evidence of the registered office; having an address there does not automatically authorise you to receive clients or conduct the activity on those premises.

2. Which information and documents should you gather?

A single information sheet should bring together the settled decisions and identify members and directors. Names, addresses, amounts and dates must remain consistent across the articles, supporting documents, legal notice and online application.

For a straightforward incorporation, you should anticipate in particular:

• identity documents and the necessary personal details for directors;
• their declaration of no relevant criminal convictions and parentage, where required;
• evidence of the registered office or the domiciliation agreement;
• information about members, contributions and ownership of the capital;
• identification of beneficial owners and how they exercise control;
• supporting documents for any regulated activity, where applicable.

Beneficial owners are the individuals who ultimately control the company, notably through direct or indirect ownership of more than 25% of its capital or voting rights. Other control criteria may apply. Where no individual is identified under these criteria, fallback rules determine whom to declare.

The list depends on the legal form and the circumstances. A corporate member, an overseas ownership chain, contributions of assets or the use of funds held under a matrimonial community property regime may require additional documents and checks. These should preferably be identified before signing.

3. In what order should the formalities be completed?

For a SAS or SARL formed with cash contributions, a consistent draft of the articles allows the deposit of funds to be prepared. The depositary carries out its checks and issues the certificate required for the application. The final documents must reflect the contributions and payments actually made.

Subscribed capital refers to the contributions committed; paid-up capital refers to the amounts actually paid. Within certain limits, French law permits partial payment on incorporation. At least half of cash contributions must be paid up in a SAS, compared with one fifth in a SARL. The balance must be paid within five years of registration. These rules cannot simply be applied to every type of company.

Applications are submitted through the French single business formalities portal, the guichet unique. It forwards the information to the competent bodies. A request for clarification or a missing document may require the application to be corrected. Following its progress is therefore part of the work, even when the initial application is complete.

4. Which delays can you reduce, and which depend on third parties?

Send the documents together and appoint one contact to approve decisions. Name checks and document preparation can proceed in parallel. Other tasks depend on an earlier result, such as obtaining a certificate before making the final submission.

Bank checks, sector-specific authorisations and application processing each have their own timetable. Complex contributions or overseas documents may require further checks. A standard turnaround advertised in hours does not reflect these constraints.

If you need to sign a lease, order equipment or enter into a first contract before registration, commitments made for the company in formation must be examined. Those acting for it may remain personally liable until the commitments have been validly taken over by the company. This must be arranged under the applicable rules; the prospect of imminent registration is not enough.

5. How should you define the legal assistance and prepare to start trading?

Fixed-fee assistance allows you to know the scope of the engagement and its price. The fee agreement should specify the work included, such as analysing the project, drafting documents and completing or following the formalities. It should also distinguish professional fees from anticipated costs and disbursements, notably publication and registration charges.

A shareholders’ agreement, a contribution of real estate, specific negotiations or a substantial change to the project may require a separate engagement. You should know this before proceeding. A fixed fee covers defined services; it does not remove necessary checks or third-party processing times.

After registration, check the recorded information, arrange the release of the deposited funds and access to the company’s account, then prepare invoicing, insurance and accounting and tax administration. Legal incorporation does not exhaust the obligations involved in actually starting the business.

How much does it cost to form a SARL or SAS?

As an indication, the firm’s fees for forming a SARL or SAS range from €500 to €800 excluding VAT, or €600 to €960 including VAT, excluding the drafting of a shareholders’ agreement. Fixed costs for the formalities and the legal notice, of approximately €200 to €250, are payable in addition. The firm handles all the formalities.

Can you form the company remotely?

Much of the communication and many formalities can be handled remotely. Signature and identification requirements nevertheless depend on the documents and parties involved. Overseas documents may also require translation or other formalities.

Must you wait for registration before preparing anything?

No. You can prepare the activity beforehand, while checking separately who is committing under each contract and on what terms the company may take it over.

Further reading

To explore the choice of structure: SAS or SARL: how should you choose your company’s legal form?

Scope of this article

This article explains the usual steps in forming a company under French law, principally a SAS or SARL. Documents, authorisations and procedures vary with the activity, members and contributions. It is not advice tailored to a particular project and does not guarantee any registration timeframe.

Please contact the firm if you would like to discuss your circumstances further.