Procedure to Incorporate a SÀRL

Company Name

You may choose any name which is not already registered as a company or business in France or alternatively which is not protected under the relevant French intellectual property provisions. It is suggested that:

  • Typically foreign names be avoided, as well as adding the word France after the name of the company. This is usually perceived to mean that it is a non French company.
  • Names which are compatible with French usage should be generally adopted.

We will check your chosen company name with the Institut National de la Propriété Industrielle free of charge.

Shareholders

The minimum number of shareholders in an SÀRL is two and these may be either individuals or corporate bodies. A single shareholder structure does exist in French Law, but in our view it would be generally preferable to opt for the SÀRL structure. It is not necessary that the shareholders be French, or reside in France. For each shareholder we shall need the following information:

  • Corporate Body- full registered name, trading name, full address of Registered office, official company registration number, full name and title of legal representative of the company.
  • Individual- full last name, full first names, home address, profession, date and place of birth, nationality, marital status and spouse, where and when.

Closed Ownership

An SÀRL usually adopts a closed structure, meaning that share transfers can only be carried out between existing shareholders or with the unanimous permission thereof. Thus, in the event of the transfer of shares to a third party this may only be done with the agreement of the other shareholder(s).

Fixed Share Capital

The minimum fixed share capital of a French SÀRL is rounded up to an amount which is easily divisible e.g. a share capital of €8,000 which would give 500 shares at €16 each (800 shares at €10).

The amount chosen is held with the notary, with a bank or in a Caisse de Dêpot during the course of the formation of the company. It is now possible to set up a company with a lower fixed share capital, however we would generally advise following the traditional formation route.

Share Capital Split

Once the formation is completed and the company registration certificate is issued then the percentage shareholdings of each of the shareholders can be decided.

Registered Office

A company in France must have its own Registered office. Post office box numbers are not permitted. A written agreement by the owner of real property authorising the specific use of his address for the Registered office of the company to be incorporated must be supplied to the French company registrar.

Gérant

An SÀRL does not have Directors but instead usually a sole Chief Executive Officer (CEO) who is responsible directly to the shareholders via the Annual General Meeting. The legal representative and CEO of such a French company is called a Gérant.

It is not necessary that he reside on French territory. It is considerably more complicated to appoint a Gérant who is not a national of one of the EU states. If this person is not a citizen of an EU member state or does not hold a resident card, application must be made for a business permit (carte de commerçant) through the French consulate in the person's home country, which transmits the application to the Préfecture of the département in which the company is to locate its registered office.

For the Gérant we shall need the same information as for an individual shareholder. The Gérant must also sign an affidavit in which he confirms that they have no criminal convictions which would prevent them from managing a company.