#Company Formation Lawyer: Set Up a Company in France

Setting up a company involves structuring choices: legal form, drafting of the articles of association, allocation of share capital and organisation of powers. These decisions determine taxation, shareholders’ liability and future governance. A company formation lawyer secures each step, from incorporation to registration. Hashtag Avocats, based in Paris, assists founders, shareholders and investors, well beyond a simple standardised “start-up” package.

The company contract: the foundation of incorporation in France

Every company is born from a contract. Article 1832 of the French Civil Code (Code civil) defines it as the agreement by which two or more persons allocate property or their skills (industrie) to a common enterprise, with a view to sharing the profit or benefiting from the savings that may result from it. A company may also be created by a single person in the cases provided for by law. The shareholders undertake to contribute to losses.

This foundation governs the validity of the incorporation. A lack of contribution, of affectio societatis (the intention to act as partners) or of entitlement to share in the results weakens the company. Our team checks these elements from the project stage. Every situation is different and calls for tailored structuring.

Choosing the legal form of your French company

The legal form determines governance, taxation and the entry of investors. The choice depends on the project, the number of shareholders and the prospects of fundraising. A hasty decision is expensive to correct. We compare the options in light of your strategy.

The SAS and the SASU

The SAS (simplified joint-stock company) offers wide freedom in drafting the articles of association. Article L227-1 of the French Commercial Code (Code de commerce) allows it to be created by one or more persons, who bear losses only up to the amount of their contributions. The SASU is its single-shareholder version. This flexibility appeals to projects with strong growth potential and to funding rounds. The articles of association freely organise management and collective decisions.

The SARL and the EURL

The SARL (limited liability company) offers a more regulated and reassuring legal framework. Article L223-1 of the Commercial Code defines it as a company in which the shareholders bear losses only up to the amount of their contributions. The EURL is its single-shareholder form. This regime suits family projects or businesses with stable governance. The status of the majority manager (gérant majoritaire) has specific social security and tax features.

The SA and other forms

The SA (public limited company) is intended for large-scale projects and structures open to outside capital. It requires a minimum share capital and a formalised governance model. Other forms exist depending on the business and the number of shareholders. The choice must always be weighed against the long-term strategy. Advice in company law informs this decision.

Drafting the articles of association

The articles of association are the company’s internal law. They set out the corporate purpose, the share capital, the management bodies and the decision-making rules. Standardised articles downloaded online ignore the specific features of the project. A poorly calibrated clause blocks a transfer, the entry of a shareholder or a distribution. We draft articles of association suited to your actual governance.

Drafting anticipates future changes: approval, pre-emption and exclusion clauses. It secures the relationship between shareholders and prevents deadlocks. This precision distinguishes legal support from an automated package. Our team designs each clause according to your objectives.

The corporate purpose deserves particular attention. Too narrow, it holds back the development of the business. Too broad, it can cause difficulties with insurance or financing. The articles of association also set the majority rules and what happens to the shares on death. Forward-looking drafting avoids costly amendments to the articles later on.

The shareholders’ agreement

The shareholders’ agreement supplements the articles of association with a confidential agreement between shareholders. It organises financial relations, governance and exit arrangements. Tag-along, non-compete and dispute-management clauses belong there. The agreement protects founders and investors alike. Our firm aligns the articles of association and the shareholders’ agreement for overall consistency.

Contributions, share capital and incentive instruments

Share capital consists of contributions in cash, in kind or in skills (industrie). Its allocation determines the power and financial rights of each shareholder. A poorly conducted valuation of a contribution in kind creates legal risks. We secure these transactions and their documentation.

Incentive instruments retain key team members. BSPCE (founders’ share warrants) allow employees and executives to subscribe for shares on preferential terms. Other mechanisms exist depending on the maturity of the company. Setting them up requires rigorous drafting and consistency with the shareholders’ agreement. An analysis carried out with a tax lawyer optimises the scheme.

Beyond the standardised “start-up” package

Online platforms offer low-cost company formation. They suit simple projects with no governance issues. They show their limits as soon as an investor joins the share capital. Generic articles of association and the absence of a shareholders’ agreement leave legal blind spots. A dispute between shareholders then reveals the real cost of these initial savings.

Support from a lawyer anticipates growth and funding rounds. It secures voting rights, exit clauses and incentive instruments. It aligns the legal and tax structuring of the project. This approach protects the founders over the long term. Every situation is different and deserves dedicated advice.

Registering the company in France

Registration with the Trade and Companies Register (registre du commerce et des sociétés, RCS) gives commercial companies their legal personality (Article L. 210-6 of the Commercial Code (in French)). It requires depositing the share capital, publishing a notice of incorporation and filing the application with the single online portal for business formalities (guichet unique). An incomplete application delays the formation and the opening of the bank account. Our team manages these formalities until the certificate of registration is obtained.

Frequently asked questions

SAS or SARL: which legal form should you choose to set up a company in France?

The SAS, governed by Article L227-1 of the Commercial Code, offers wide freedom in drafting the articles of association, suited to fundraising. The SARL, defined in Article L223-1, provides a more regulated and stable framework. The choice depends on the project, the governance and the prospects of bringing in investors. A tailored decision avoids costly corrections.

Is a shareholders’ agreement useful from the outset?

Yes. The shareholders’ agreement organises relationships, governance and exits from the outset. It supplements the articles of association with confidential clauses suited to the project. It prevents deadlocks between founders and investors. Drafting it consistently with the articles of association strengthens legal certainty.

What are BSPCE?

BSPCE are founders’ share warrants (bons de souscription de parts de créateur d’entreprise). They allow employees or executives to subscribe for shares at a price set on the date of grant. They are reserved for joint-stock companies that meet the conditions of Article 163 bis G of the French Tax Code (Code général des impôts), in particular having been in existence for less than fifteen years. Setting them up requires rigorous drafting and consistency with the shareholders’ agreement.

Can you set up a company on your own in France?

Yes. Article 1832 of the Civil Code allows a company to be created by a single person in the cases provided for by law. The SASU and the EURL are the common single-shareholder forms. The sole shareholder bears losses only up to the amount of their contributions. Every situation is different and deserves tailored advice.

Official sources

• Article 1832 of the French Civil Code, company contract: Légifrance (in French)
• Article L227-1 of the French Commercial Code, simplified joint-stock company (SAS): Légifrance (in French)
• Article L223-1 of the French Commercial Code, limited liability company (SARL): Légifrance (in French)

Law as verified on 5 October 2026. This content provides general information and does not constitute legal advice. Every situation is different: contact our team to structure the formation of your company.