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.
Maître Léa Scemama assists entrepreneurs, executives and investors in setting up their company in Paris, from defining the most suitable structure through to registration, ensuring that every choice serves your project rather than a one-size-fits-all template.
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
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.
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.
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.
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.