How to set up a company in France?

Our firm has an extensive experience in setting up companies in France.

Our first task is to give you our advice on which company to implement according to the project you wish to set up in France.

Sociétés civiles or Partnerships are chosen when their activity is not of a commercial nature, i.e. real estate property). This type of company requires a minimum of 2 shareholders but no minimum share capital. A manager (gérant) is appointed whose powers may be restricted in the by-laws regarding the most important decisions such as purchase or sale of a real estate, warranties, loans… Sociétés civiles are not required to fill in their annual accounts with the Trade and Companies Registry.

When the object of the company is of a commercial nature (such as manufacture, purchase, sale, services …), the following type of companies may be set up:

EURL (entreprise unipersonnelle à responsabilité limitée) may be set up by only one shareholder who may also be appointed as the manager of the company. Only an individual may be appointed as manager of a EURL. No minimum share capital is required.

SASU (société par actions simplifiée unipersonnelle) may also be set up by only one shareholder who may also be appointed as President of the Company. The President of a SASU may be a company or an individual. A minimum share capital of € 37,000 euros needs to be deposited on an escrow bank account. The appointment of statutory auditors is required.

If you intend to set up a company with other shareholders, you may set up a SARL (société à responsabilité limitée equivalent to the EURL with up to 100 shareholders), a SAS (société par actions simplifiée equivalent to the SASU with at least 2 shareholders) and even a SA (société anonyme). The SA requires a minimum of 7 shareholders and the appointment of a board of directors of a minimum of 3 directors (administrateurs) and of a general manager (directeur général). Regarding the minimum share capital and appointment of statutory auditors, the rules are identical to the SASU. The SA is the only type of company whose shares may be listed on a stock-exchange market.

From a tax perspective, both the EURL and SARL are subject to personal income tax (its shareholders are personally liable of the company’s incomes). They may however opt for the corporate income tax (this option is irrevocable). SAS and SA are directly subject to corporate income tax (15% on benefits under € 38,120 and 33.33% on benefits over € 38,120 for fiscal year 2007).

Once a type of company is chosen, our law firm drafts all the required corporate documents: i.e. by-laws (statuts), appointment of the manager/president, non conviction declaration …

We take also in charge of all the legal formalities in order to register the company with the Trade and Companies’ Registry and the tax and social administrations. We also give you advice on French labour law: which labour contract to adopt? How to draft a labour contrat and internal rules? What are the applicable rules regarding working hours for example? When necessary, which dismissal procedure to implement?