Setting up a company is not about filling in a form: it is about writing the rules of the game for your business for years to come. The form you choose and the clauses you set out in your articles will determine your taxation, your social regime, your ability to bring in investors and the way decisions are made.
A company formation lawyer in Paris, Maître Léa Scemama assists entrepreneurs, executives and investors in setting up their company across France, from defining the most suitable structure through to registration, ensuring that every choice serves your project rather than a one-size-fits-all template. See all our services in corporate law.
How we work
| When we act | What we do | What you receive |
|---|---|---|
| Before choosing | Analysis of the project, of your personal asset position and of your social security status, comparison of the available forms | A reasoned options note, with the tax and social security consequences of each |
| Drafting | Bespoke articles: governance, majorities, entry and exit of shareholders, fifty-fifty deadlocks | Articles that deal with the situations templates ignore |
| Contributions | Classification, valuation and payment up of contributions, appointment of a contributions auditor where required | Share capital whose value cannot later be challenged |
| Formalities | Deposit of the capital, legal notice, filing through the single portal, declaration of beneficial owners | An incorporated company, ready to contract |
| First months | Registers, first shareholder resolutions, shareholders agreement if there are several of you | A company in order from its first financial year |
Our billing arrangements are set out on our fees page.
Choosing the right legal form
The choice of corporate form is the first structural decision, and the one with the greatest consequences. SAS, SASU, SARL, EURL, SCI, professional civil company: each structure follows a different logic in terms of liability, taxation, the manager's social regime and governance.
The firm helps you weigh in particular:
- The statutory flexibility of the SAS and the salaried-equivalent regime of its president, particularly suited to high-growth projects and the entry of investors
- The more protective framework and self-employed regime of the majority-managed SARL, often advantageous in terms of social contributions
- The SCI to hold and manage real estate assets jointly or organise their transmission
- Single-member forms (SASU, EURL) for the sole entrepreneur wishing to separate personal assets from the business
SAS or SARL: the six criteria that decide
| Criterion | SAS and SASU | SARL and EURL |
|---|---|---|
| Freedom of the articles | Very wide, the articles organise almost everything | Framed, the law sets the essentials |
| Director | Chair, treated as an employee for social security | Manager, self-employed status if a majority shareholder |
| Director's social charges | Higher, social protection aligned with the general scheme | Lower, less protection and no unemployment insurance |
| Transfer of shares | Free unless the articles say otherwise, registration duty of 0.1% | Statutory approval for transfers to third parties, duty of 3% after an allowance |
| Investor entry | Well suited: preference shares, warrants, BSPCE | Poorly suited, no public offering of securities |
| Minimum capital | €1 | €1 |
Neither form is better than the other: the right choice depends on your target pay, your current social protection and whether investors are expected within three years.
The mistakes that cost dearly
Most of the disputes between partners we handle stem from articles rushed at the time of formation. A corporate purpose too narrow that blocks a new activity, the absence of an approval clause that lets any third party into the capital, a vague allocation of powers, the failure to organise 50/50 deadlock situations: so many flaws that only reveal themselves at the worst moment.
Investing in a well-designed formation costs infinitely less than untangling a corporate conflict a few years later.
Drafting the articles: the heart of the matter
The articles of association are your company's constitution. A template downloaded online is enough to register a structure, but it provides nothing when the first difficulty arises: a partner wanting to leave, a disagreement on a strategic decision, the arrival of a new partner. Well-drafted articles anticipate these situations rather than suffer them.
The firm drafts tailored articles that organise:
- The corporate purpose, duration and registered office, defined with the precision needed not to constrain future activity
- Management rules: appointment, powers and removal of the president or manager
- Decision-making procedures and the majorities required for ordinary and extraordinary decisions
- Conditions for partners entering and leaving: approval, pre-emption, share transfers
- The allocation of profits and rules on dividend distribution
Beyond the articles, as soon as there are several partners, a shareholders' agreement completes the arrangement to govern, confidentially, the relations between partners and exit scenarios.
Contributions, share capital and payment
The share capital is made up of the partners' contributions. These may be in cash, in kind (an asset: equipment, business, property, intellectual property rights) or in industry (know-how, which does not form part of the capital but confers shares). Each type of contribution follows its own rules.
Contributions in kind deserve particular care: their valuation engages the partners' liability and may, above certain thresholds, require a contribution auditor. The firm secures the classification, valuation and payment of contributions to avoid any later dispute over the value of the capital.
Paying up the capital: what the law requires for each form
The minimum amount paid up on cash contributions depends on the legal form.
| SARL | SAS | |
|---|---|---|
| Minimum paid up on cash contributions at incorporation | One fifth | One half |
| Deadline for paying the balance | Five years from registration | Five years from registration |
| Legal basis | Article L. 223-7 of the Commercial Code | Articles L. 227-1 and L. 225-3 of the Commercial Code |
| Contributions in kind | Fully paid up on issue | Fully paid up on issue |
| Exemption from a contribution auditor | Article L. 223-9 | Article L. 227-1 |
| Example: capital of €50,000 in cash | €10,000 to pay at incorporation | €25,000 to pay at incorporation |
On a capital of €50,000, the difference is €15,000 of cash to find on day one.
Incorporation formalities and registration
Since 2023, all formation formalities go through the INPI's electronic single window. Deposit of capital, publication of a formation notice in a legal gazette, filing of the registration file, declaration of beneficial owners: each step must be carried out in the right order and without error, on pain of rejection and delay in starting the business.
The firm coordinates all these formalities and delivers a registered company, with coherent articles and clearly organised governance, ready to contract and open its accounts. If your project involves reorganising existing structures rather than creating one, see our restructuring and mergers page.
Two Court of Cassation rulings to know before you sign
Acts carried out before registration bind those who signed them personally, until the registered company takes them over (article L. 210-6 of the Commercial Code). Since a reversal of 29 November 2023, an act that does not state it is concluded in the name or on behalf of the company being formed is no longer set aside for that reason alone: the court looks at all the circumstances to find the parties' common intention (Cass. com., 29 November 2023, no. 22-12.865, published in the Bulletin). Takeover by the company remains essential.
Another common belief: low share capital is not, in itself, a fault by the director. Insufficient contributions made on incorporation, attributable to the partners, are not a management fault within the meaning of article L. 651-2 of the Commercial Code (Cass. com., 10 March 2015, no. 12-15.505, published in the Bulletin). The amount chosen is still a signal to banks and business partners.
Why entrust formation to a lawyer?
Online platforms create companies quickly and cheaply, but they sell a form, not a strategy. The lawyer starts from your project, your asset situation and your ambitions to build a tailored structure and advise you independently, without selling you ancillary services.
Once your company is set up, the firm supports you throughout its life: drafting the shareholders' agreement, fundraising operations, share transfers or disputes between partners.
Frequently asked questions
Do I need a lawyer to set up a company?
It is not mandatory, but it is strongly advisable as soon as the project goes beyond a standard single-shareholder structure. A lawyer secures the choice of form, drafts tailored articles and anticipates points of friction between partners that free templates ignore.
SAS or SARL: which form should I choose?
The SAS offers great statutory flexibility and a salaried-equivalent social regime for the president; the SARL is more regulated but can be advantageous for a majority manager. The choice depends on your project, on any planned entry of investors and on your personal situation.
What is the minimum share capital?
For an SAS, SASU, SARL or EURL, the minimum capital is 1 euro. However, capital that is too low sends a poor signal to banks and partners: the amount should be consistent with the real needs of the business.
How long does it take to form a company?
Once the articles are finalised and the capital deposited, registration through the INPI single window generally takes a few days to two weeks. The reflection and drafting phase is the most decisive and should not be rushed.
Related topics
- Shareholders agreement: what the articles cannot contain and is settled between shareholders instead.
- Sale of a business: taking over an existing business rather than building a structure from scratch.
- Commercial leases: the lease of the trading premises, to be negotiated before registration.
Written by Maître Léa Scemama, admitted to the Paris Bar, Miraï Avocats. This page states the law applicable at its update date. It is general in nature and does not constitute advice tailored to a particular situation.