HOW TO STRUCTURE YOUR BUSINESS | Franco-British Chamber of Commerce & Industry

HOW TO STRUCTURE YOUR BUSINESS

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In France, three main corporate structures allow to develop a commercial venture whilst securing limited liability for the shareholders: SARL, SA and SAS. The choice of the corporate structure will mainly depend on the new company’s share structure (sole ownership, joint-venture; etc.), on whether share transfers should be restricted or not, on the kind of governance structure which is sought out (one or more general managers, a board, etc.).

SARL (Société à Responsabilité limitée) or called EURL in case of a sole partner
This corporate structure is most suited for small operations (from 1 to 100 partners; minimum of 1 euro for the share capital) and is often chosen because of the set of mandatory regulations which constitute a standard set of rules for the articles of association. However, there is almost no flexibility (no board, no preferred shares, etc.), the partners’ names must appear on the articles of association and the transfer of shares is restricted.

SA (Société Anonyme)
The SA is the appropriate structure to a public company listed on the stock exchange and is therefore most suited for big operations (minimum of 37,000 € for the share capital and at least 2 shareholders). The law provides for many mandatory provisions, including governance (CEO with a Board of directors or an executive committee with a supervisory board) and there is very little room to adapt the articles of associations.

SAS (Société par Actions Simplifiée) or called SASU in case of a sole partner
The SAS is the most flexible form of companies with very few mandatory rules. The articles of association can be tailored to serve both small (no minimum share capital and one shareholder possible) and big operations. It is possible to adapt freely both the governance and the share structure.

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Contact : P.COOTE@granrut.com

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