The French SAS Company

Société par Actions Simplifiée (SAS) in France

The SAS as a branch office in France

This article focuses on the key aspects of the SAS company in France if you intend to use it as a subsidiary. This overview provides general information, including restricted activities, governance, tax and social regimes, as well as the necessary formalities for creating a Société par Actions Simplifiée (SAS) in France. It is recommended to consult a tax or legal advisor for advice tailored to your specific situation

Senergia UG, publisher of this blog, is a single-member limited liability company that drives business projects forward. Working hand in hand with local legal advisors, we support clients in setting up branches and managing operations in France.
> More about

1. Definition of the SAS Company

The Société par Actions Simplifiée (SAS) is a type of commercial company in France known for its flexibility in management and operations. It can be created by one or more shareholders, either individuals or legal entities, and is particularly suited for setting up a subsidiary. Unlike other types of companies, the SAS allows great freedom in drafting the articles of association, especially in terms of power distribution and management. ⁽¹⁾

2. Share Capital

The share capital of an SAS can be freely set by the shareholders. There is no minimum required amount (even 1 euro can suffice), but it is recommended to set a sufficiently high capital to enhance the company’s credibility. The capital can consist of contributions in cash, in kind (goods, equipment, etc.), or in industry skills. ⁽²⁾

3. Governance

The SAS is managed by a President, who can be a natural or legal person, freely appointed by the statutes. Governance is flexible: other management bodies (General Director, Board of Directors, etc.) can be established as needed. The SAS is particularly valued for its adaptability in governance, which facilitates management when used as a subsidiary of a parent company. ⁽³⁾

4. Restricted Activities for the SAS

Certain activities cannot be conducted by an SAS, such as real estate management for one’s own account, certain regulated professions (lawyers, notaries, accountants), or insurance activities. For specific projects, it is essential to verify if the SAS is the appropriate company form. ⁽⁴⁾

5. Tax Regime and Social Security Regime of the Director

5.1 Tax Regime

Please consult with your legal advisor to verify that the SAS is by default subject to corporate tax (IS), but it can opt for income tax (IR) for a limited period of five years if it meets certain conditions. This option may be interesting for specific projects but requires a detailed assessment with a tax advisor. ⁽⁵⁾

5.2 Social Security Scheme of the Director

Please consult with your legal advisor to verify that the President of the SAS falls under the general social security system, providing social protection equivalent to that of employees, unlike managers of an SARL who often fall under the self-employed regime (TNS). ⁽⁶⁾

6. Creation of an SAS: Required Formalities and Documents

To create an SAS, several administrative steps must be followed. ⁽⁷⁾

This overview does not claim to be exhaustive:

• Draft the company’s statutes.
• Appoint the President and any other directors.
• Deposit cash contributions in a blocked bank account.
• Publish a notice of incorporation in a legal announcements journal.
• Submit the creation file to the Business Formalities Center (CFE) or directly online through the one-stop shop.
• Obtain registration with the Trade and Companies Register (RCS).

7. Transmission of an SAS

The SAS is a structure that can be easily transferred, whether through the sale of shares or through inheritance/donations. Shares are freely transferable unless otherwise stated in the articles of association, which facilitates the transfer of the business in case of sale or change of control. ⁽⁸⁾

8. Differences Between the SAS, SASU, SA, and SARL

• SASU: The SASU is a one-person version of the SAS, with a single shareholder, while retaining the same flexibility in management.
• SA (Société Anonyme): The SA is more rigid and imposes stricter governance rules, with a minimum share capital of €37,000 and the requirement for a Board of Directors or a Management Board.
• SARL (Société à Responsabilité Limitée): The SARL is a more regulated structure with standardized statutes and a social regime for the manager that differs depending on the shareholding distribution. The SARL is often chosen for small family businesses because it offers less flexibility than the SAS. ^{(9), (10)}

Conclusion

The SAS is an ideal structure for a subsidiary due to its flexibility and adaptability. However, every situation is unique, so it is strongly recommended to seek the advice of a tax or legal advisor to verify the relevance of this structure and ensure its compliance with current regulations.

Creating an SAS requires careful preparation of the statutes and administrative procedures to avoid costly mistakes.

---

References

1. Service-Public.fr – Information on the SAS
   https://www.service-public.fr/professionnels-entreprises/vosdroits/F22324
2. Legifrance – Article L227-2 of the Commercial Code
   https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000006230667
3. Infogreffe – Structure of the SAS
   https://www.infogreffe.fr/informations-et-dossiers/entreprises/la-sas-societe-par-actions-simplifiee.html
4. Insee – Legal Forms of Companies
   https://www.insee.fr/fr/metadonnees/definition/c1902
5. Service-Public.fr – Corporate Tax
   https://www.service-public.fr/professionnels-entreprises/vosdroits/F23547
6. Urssaf – Social Regime of SAS Directors
   https://www.urssaf.fr/portail/home/employeur/demarches/regime-social-des-dirigeants/dirigeants-de-sas.html
7. CFE – Creation Formalities for an SAS
   https://www.cfe-metiers.com/
8. Infogreffe – Business Transfer
   https://www.infogreffe.fr/informations-et-dossiers/entreprises/transmission-entreprise.html
9. Service-Public.fr – Comparison of Company Types
   https://www.service-public.fr/professionnels-entreprises/vosdroits/F31880
10. Legifrance – Commercial Code
    https://www.legifrance.gouv.fr/