[ESTABLISHING A BUSINESS ENTITY IN FRANCE] 198
TABLE OF COMPARISON BETWEEN SA / SARL / SAS / FRENCH BRANCH OF A FOREIGN COMPANY
SA
SARL
SAS
FRENCH BRANCH
GENERAL ISSUES / INCORPORATION
Number of shareholders Minimum share capital
• at least 2 or 7 if the company is listed • corporate entities or individuals
at least 1 and no more than 100 corporate entities or individuals
• at least 1 • corporate entities or individuals
• • • • •
• € 37,000 • at least 1/2 paid up
no minimum
• no minimum • at least 1/2 paid up
at least 1/5 th paid up
Shares
• registered shares ( actions nominatives )
membership shares ( parts sociales)
• registered shares ( actions nominatives )
N/A
Nature of contributions
• cash or contributions in kind
• cash, contributions in kind or performance of professional services
• cash or contributions in kind or performance of professional services
Payment of contributions
• contributions in kind: fully paid-up upon incorporation • cash contributions: at least 1/2 paid-up on incorporation and remainder within five years
• contributions in kind: fully paid-up upon incorporation • cash contributions: at least 1/5 th paid up on subscription and remainder within five years
• contributions in kind: fully paid-up upon incorporation • cash contributions: at least 1/2 paid-up on incorporation and remainder within five years
MANAGEMENT
Management
SA with a board of directors
As the legal requirements are quite strict for the SARL, the shareholder(s) is/are not free to set out in the articles of association the type of management structure required and the rules governing its operation.
The shareholder(s) is/are free to set out in the articles of association the type of management structure required and the rules governing its operation.
The shareholder(s) is/are free to appoint a representative of the branch.
• 3-18 administrateurs ( directors ) : - individuals or corporate bodies
SA with a management board and a supervisory board
The only compulsory requirement is that a président (equivalent of a CEO) must be appointed. This président may be an individual or a legal entity (in this case, it is represented by the legal representative of such entity).
The SARL is managed by one or more individuals (the " gérants ") who may (but need not) be shareholders. There is no board of directors as such.
• management board: 2-5 members, 7 if the company is listed; • several directors possible or 1 only if capital < 150,000 euros ; • supervisory board: 3-18 members (the articles of association may require them to be shareholders)
ILN Corporate Group – Establishing a Business Entity Series
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