Step-by-Step: Registering a SAS in France as a Foreign Founder
The Société par Actions Simplifiée (SAS) has become the preferred legal structure for startups and foreign subsidiaries in France. It is flexible, attractive to investors, and suitable for fast-growing tech companies. For foreign founders, creating an SAS unlocks credibility with clients, eligibility for tax incentives, and access to the European market. This guide walks you through every step of the process, from initial preparation to receiving your company registration number (K-Bis).
Why Choose an SAS?
Flexibility: bylaws can be tailored to governance needs.
Credibility: French clients and banks trust SAS more than branches or SARLs.
Investor-friendly: allows preferred shares and fundraising.
Limited liability: shareholders’ responsibility is limited to their capital contribution.
Eligibility: qualifies for tax incentives like CIR and JEI.
Step 1: Define Your Project
Before starting incorporation, clarify:
Company name.
Business activity (code NAF/APE).
Registered office (can be a domiciliation service).
Shareholding structure (foreign parent, individuals, or mix).
Initial share capital (minimum €1, recommended €1,000–€10,000 for credibility).
Step 2: Draft the Bylaws (Statuts)
The bylaws are the constitution of the company. They must be drafted in French and include:
Company name and purpose.
Address of registered office.
Share capital amount and distribution.
Appointment of president and any directors.
Voting rights and governance rules.
Rules for share transfers.
Tip: As a foreign founder, use a lawyer or partner like MORN to draft bylaws adapted to your growth plan.
Step 3: Deposit the Share Capital
The share capital must be deposited in a blocked account before registration. Options include:
French bank (traditional or fintech like Qonto).
Notary’s escrow account.
Challenges for foreigners: French banks require strict KYC and often an in-person visit. This is the step that creates the most delays for international founders.
Once deposited, the bank provides a certificate of capital deposit.
Step 4: Publish a Legal Notice
French law requires new companies to publish an announcement in a Journal d’Annonces Légales (JAL).
The notice includes:
Company name and legal form (SAS).
Share capital.
Registered office address.
Name of president.
Cost: ~€150.
Step 5: File the Incorporation Dossier
The dossier must be filed with the Commercial Court (Greffe du Tribunal de Commerce). Required documents:
Signed bylaws.
Proof of registered office (domiciliation or lease).
Certificate of capital deposit.
Legal notice publication certificate.
Identity documents of president and shareholders.
Declaration of beneficial owners.
After validation, the Greffe issues a K-Bis extract, the official registration document of the company.
Step 6: Register for Taxes and Social Security
With the K-Bis, you can:
Obtain a VAT number.
Register with URSSAF if you plan to hire employees.
Open a permanent business bank account.
Step 7: Operationalize Your SAS
Once registered, you can:
Sign contracts with French clients.
Issue invoices in euros.
Hire employees under French contracts.
Access tax incentives like CIR and JEI.
Raise funds from French or EU investors.
Timeline
Drafting bylaws: 1 week.
Capital deposit: 2–4 weeks (longer for foreign founders).
Legal notice + filing: 1 week.
Court processing: 1–2 weeks.
Total: 4–8 weeks on average.
Costs
Bylaws drafting (lawyer): €1,000–€3,000.
Legal notice: €150.
Court registration fees: ~€70.
Domiciliation: €30–€60 per month.
Typical total: €2,000–€5,000.
Common Pitfalls
Bank account delays: can block registration for months.
Poorly drafted bylaws: creates governance issues later.
No local address: required for incorporation.
Incorrect documentation: leads to rejection by the Greffe.
Case Example
A US SaaS startup decided to enter France in 2024. By working with a partner, they:
Drafted customized bylaws in English and French.
Secured capital deposit in 2 weeks through a fintech bank.
Received their K-Bis in 6 weeks.
Hired their first 3 employees within 2 months of incorporation.
Without guidance, the same process could have taken more than 3 months.
How morn Helps
morn provides an end-to-end incorporation service for foreign founders. We:
Draft bylaws adapted to international structures.
Secure domiciliation and capital deposit.
Handle legal notice and court filing.
Coordinate tax registration and payroll setup.
Ensure your SAS is eligible for incentives like CIR and JEI.
You focus on building the business while we handle administration.
Conclusion
Creating an SAS is the best option for international startups in France. The process involves several steps but, with the right partner, can be completed in 4–8 weeks. An SAS provides flexibility, credibility, and access to French incentives, making it the ideal vehicle for scaling into Europe.
