Why Choose an SAS for Your French Subsidiary

When expanding into France, international founders must choose a legal structure that combines flexibility, credibility, and investor appeal. The Société par Actions Simplifiée, known as SAS, has become the preferred option for startups because it is modern, adaptable, and designed for growth. Unlike branches or SARLs, the SAS allows customized governance, limited liability, and access to powerful tax incentives.

The Benefits of an SAS

The strength of the SAS lies in its flexibility. The bylaws can be tailored to reflect the needs of founders, investors, and governance structures. French clients and banks often consider SAS entities more credible than branches or SARLs, which signals seriousness and long-term commitment. For fundraising, the SAS is the most investor-friendly structure because it supports preferred shares and complex equity arrangements. Limited liability protects shareholders by restricting exposure to their capital contribution. Finally, an SAS qualifies for French innovation tax incentives such as the Crédit d’Impôt Recherche and the Jeune Entreprise Innovante regime, which can significantly reduce costs.

For a wider perspective on why France is attractive as a first European market, see our article on why US startups choose France.

Defining the Project

Before incorporation, founders must define the essentials. These include the company name, the business activity and its NAF or APE code, the registered office address, the shareholding structure whether foreign parent or individual shareholders, and the initial share capital. Legally, one euro is enough, but credibility usually requires at least one thousand to ten thousand euros.

Drafting the Bylaws

The bylaws, or statuts, serve as the constitution of the SAS. They must be drafted in French and include the company’s name, purpose, registered office, share capital, voting rights, governance rules, share transfer rules, and the appointment of the president and directors. For foreign founders, it is strongly advised to work with a legal partner who can adapt bylaws to international growth plans. morn’s Legal and Compliance service provides exactly this kind of support, ensuring bylaws are compliant and optimized for future fundraising.

Depositing the Share Capital

Before registration, the share capital must be deposited in a blocked account. This can be done at a French bank or with a notary. Fintech banks such as Qonto often provide faster solutions, though some courts may still require certificates from traditional banks. The bank then issues a certificate of capital deposit, which is mandatory for incorporation. For a deeper analysis of banking challenges, read our article on opening a French bank account.

Publishing a Legal Notice

French law requires a legal notice announcing the creation of the company. This must be published in a Journal d’Annonces Légales. The notice includes the company name, legal form, share capital, registered office, and the name of the president. The cost is approximately one hundred fifty euros and it serves as public confirmation of the new entity.

Filing the Incorporation Dossier

Once bylaws are signed and the capital deposit certificate is ready, the incorporation dossier must be filed with the Commercial Court. Required documents include proof of registered office, certificate of capital deposit, legal notice, identity documents of the president and shareholders, and the declaration of beneficial owners. After validation, the court issues the K-Bis extract, which is the official registration document of the company.

Registering for Taxes and Social Security

With the K-Bis, the company can apply for a VAT number, register with URSSAF for hiring employees, and open a permanent bank account. At this stage, the company becomes fully operational and can start invoicing clients.

Operationalizing the SAS

Once registered, the SAS can sign contracts, issue invoices in euros, hire employees under French law, and benefit from incentives such as CIR and JEI. It also provides the framework for raising funds from French or European investors.

For insights into managing payroll and costs after incorporation, see our article on understanding payroll in France.

Timelines and Costs

The timeline for creating an SAS is typically four to eight weeks. Drafting bylaws may take one week, capital deposit two to four weeks depending on the bank, legal notice and filing one week, and court processing one to two weeks. Costs vary from two to five thousand euros including legal drafting, publication, court fees, and domiciliation.

Common Pitfalls

Delays often come from bank account approvals. Poorly drafted bylaws can create governance conflicts later. Without a local address, incorporation is impossible. Incomplete documentation leads to rejection by the Commercial Court. These pitfalls are avoidable with proper preparation and guidance.

Case Example

A US SaaS startup incorporated in France in 2024. With legal support, bylaws were drafted in both English and French. A fintech bank issued the capital deposit certificate in two weeks, and the K-Bis was delivered in six weeks. Within two months of incorporation, the company hired three employees and launched commercial operations. Without guidance, the same process could have taken over three months.

How morn Helps

morn offers an end-to-end incorporation service for foreign founders. The team drafts bylaws adapted to international structures, secures domiciliation and capital deposits, manages legal notice publication and court filing, coordinates tax registration and payroll, and ensures eligibility for CIR and JEI. With morn, founders focus on building their business while administrative steps are handled efficiently.

Conclusion

Creating an SAS is the best option for international startups expanding to France. The process involves several steps, but with the right partner it can be completed smoothly in less than two months. The SAS combines flexibility, credibility, limited liability, and access to powerful tax incentives, making it the ideal structure for scaling into Europe.