Legal obligations for company formation in France 2026

Up to date as of 14 May 2026. Forming a company in France involves far more than submitting an online form. Between selecting a legal structure and closing your first financial year, a founder must navigate thirteen legal steps, each with its own deadlines, penalties for non-compliance, and structural decisions that are difficult to reverse. Cabinet Hayot Expertise, based in Paris, accompanies founders of SASU, SARL, SAS, and SCI structures through this process every year. This article sets out the obligations exhaustively — not to replace a formal engagement, but to allow you to enter the process knowing what is mandatory, what is irreversible, and what is most frequently overlooked.

Quick answer. Forming a commercial company in France requires: drafting the articles of association, depositing the share capital, establishing a registered office, publishing a legal notice in an authorised journal (JAL), filing the dossier with the INPI one-stop shop (formalites.entreprises.gouv.fr, operational since January 2023), registering with the RCS or RNE, declaring beneficial owners within 15 days, and then completing the relevant VAT, corporate tax, and payroll (DSN) declarations.

The Commercial Code (articles L210-1 onwards) and the Civil Code (articles 1832 to 1844-17 for civil companies) define the available legal forms. The Loi PACTE n° 2019-486 of 22 May 2019 unified several aspects, including statutory auditor thresholds and the mission-driven company format. Ordinance n° 2021-1189 of 15 September 2021 abolished the EIRL as a standalone structure: since that date, a sole trader automatically benefits from separation between professional and personal assets.

The main structures available in 2026:

• SASU or SAS: minimum share capital EUR 1, president treated as assimile-salarie for social contributions, corporate tax (IS) by default, governance freely organised by the articles. The predominant choice in Paris for startups, consultants, and independents seeking employee-equivalent social cover.
• EURL or SARL: minimum capital EUR 1, majority manager subject to the TNS (independents) social regime or minority manager treated as assimile-salarie. IR (income tax) option available for 5 years or for family SARLs.
• Civil company (SCI, SCP, SCM): for property management or professional partnerships. Default IR regime, revocable IS option.
• Sole trader (entreprise individuelle): since Act n° 2022-172 of 14 February 2022, professional assets are automatically separated from personal assets. No share capital, no legal notice, no RCS registration unless the activity is commercial or craft-based.

Our reading. In Paris, the SASU has become the default structure for a solo founder in consulting, technology, or B2B services. A multi-founder SAS is preferred where shareholders wish to organise governance through preference shares. The SARL remains the natural choice for retail activities, structures where the manager holds a majority stake and prefers the TNS social regime, and regulated professions with thin margins. The final decision should always be made with your accountant in Paris following a remuneration and contribution simulation.

Article L210-2 of the Commercial Code requires the articles of any commercial company to be in writing and to contain: legal form, duration (maximum 99 years), company name, registered office, corporate purpose, share capital, governance provisions, and identity of founding shareholders.

For a SARL (articles L223-1 et seq.) and a SAS (articles L227-1 et seq.), the articles must also set out share transfer rules, governance structure, and general meeting procedures.

The underestimated risk. An overly restrictive corporate purpose is among the most common drafting errors in formation dossiers handled by Hayot Expertise. A poorly calibrated object clause may exclude an adjacent activity and force a costly statutory amendment. Conversely, an excessively generic purpose may jeopardise sector-specific qualifications — JEI status for innovative companies, registration as a commercial agent, or certifications required for certain regulated activities. Drafting the corporate purpose is a judgement call, not a formality.

The share capital is deposited into a blocked account in the name of the company in formation with a bank, notary, or the Caisse des depots et consignations. The institution issues a certificate of deposit; this document is mandatory in the registration dossier. The capital is released on receipt of the K-bis certificate.

Since the Loi PACTE, the minimum share capital for a SARL or SAS is EUR 1. However, a very low capital may undermine commercial credibility, complicate account opening with certain institutions, and signal financial fragility to partners. Hayot Expertise calibrates the capital against projected cash requirements for the first 12 months of operation.

The registered office must be determined before registration. Options include: the director's home address (authorised under article L123-10 of the Commercial Code, subject to conditions detailed in the FAQ), commercial premises, or a domiciliation company authorised by the prefecture under articles L123-11 et seq. and decree n° 2009-1695. In Paris, commercial domiciliation is a practical option for consulting companies, holding structures, and SCI entities with no physical client reception.

Every formation of a commercial company requires publication in a journal d'annonces legales (JAL) authorised in the department of the registered office (article R210-3 of the Commercial Code). Since reforms under the Loi PACTE, notices may also be published on websites authorised by the regional prefect (article L111-4 as amended).

The content is strictly regulated: company name, legal form, share capital, registered office, corporate purpose, director identity, duration, and competent registry. Omitting any mandatory particular results in the dossier being refused. In Paris, the cost of a formation notice for a SASU or SARL is typically EUR 150 to 250 including VAT.

Since 1 January 2023, all formation, amendment, and cessation formalities are centralised on the INPI one-stop shop: formalites.entreprises.gouv.fr. The former CFE (centres de formalites des entreprises) no longer receive formation dossiers directly.

A complete dossier includes: signed articles, capital deposit certificate, legal notice certificate, declaration of no criminal record and parentage by directors, identity documents of directors and shareholders, and depending on the form, supplementary documents (professional qualifications, administrative authorisations as applicable).

In practice. Processing time is 3 to 5 working days for a complete dossier since the one-stop shop stabilised in late 2023. Any incomplete dossier is suspended without issuing a K-bis, leaving the founder without a SIRET number, without a definitively unblocked bank account, and unable to issue invoices. Cabinet Hayot Expertise prepares all dossiers against a document checklist before filing to avoid back-and-forth with the registry.

RCS (registre du commerce et des societes) registration applies to commercial companies and sole traders with commercial activity. It is completed by the court registry after the dossier is validated. Since 2023, the RNE (registre national des entreprises), managed by INPI, consolidates all registers and constitutes the official identification base for all French enterprises.

On completion of registration, the company receives its K-bis extract and SIREN/SIRET numbers — prerequisites for releasing the blocked capital, opening the bank account, issuing invoices, and entering contracts as a legal entity.

The beneficial ownership declaration results from the transposition of the 4th EU Anti-Money Laundering Directive by Act n° 2016-1691 of 9 December 2016 (Loi Sapin 2). The regime is codified in articles L561-46 et seq. of the Monetary and Financial Code (CMF).

Who is a beneficial owner? Any natural person who directly or indirectly holds more than 25% of share capital or voting rights, or exercises effective control over management or supervisory bodies. Where no such person can be identified, the legal director is declared beneficial owner by default.

Deadline. The declaration must be filed with the registry (via the INPI one-stop shop) within 15 days of registration, then updated within 30 days of any change.

Penalty. Article R561-49 of the CMF provides for a criminal fine of EUR 7,500 for natural persons (EUR 37,500 for legal entities) in the event of omission or false declaration. In formation dossiers handled by Hayot Expertise in Paris, this obligation is flagged systematically because founders frequently discover it only at the bank account opening stage — institutions require the CBE certificate as part of their KYC process.

Publication in the BODACC (Bulletin officiel des annonces civiles et commerciales) is carried out automatically by the registry within days of registration. It makes the company's formation enforceable by operation of law against third parties. No specific action is required from the founder.

From the first hire, two social obligations arise simultaneously.

The DPAE (pre-hire declaration), governed by articles L1221-10 et seq. of the Labour Code, must be filed with URSSAF in the 8 days preceding the start date. It registers the employee with the social security system, opens unemployment insurance entitlement, and triggers the mandatory occupational health appointment. Failure to file results in employer contributions being assessed at double the normal rate, and may be treated as concealed employment (article L8221-6 of the Labour Code).

The monthly DSN (declaration sociale nominative), mandatory since 1 January 2017, has replaced virtually all periodic social declarations. The establishment initialisation DSN must be transmitted on net-entreprises.fr before the first social contribution deadline: the 5th of month M+1 for companies with 50 or more employees, the 15th for companies with fewer than 50.

In practice. A company formed on 15 March that hires its first employee on 1 April must file the DPAE before 1 April, process the April payroll, and submit the first DSN by 5 or 15 May. Cabinet Hayot Expertise configures the social file from formation to ensure the employer SIRET is recognised and the first DSN is technically correct.

VAT#

The company must register for VAT with the SIE (tax office) for its registered office. Two main regimes:

• Simplified real regime: below the turnover thresholds of EUR 840,000 for goods and EUR 254,000 for services (2025 figures — to be confirmed on impots.gouv.fr for 2026): two half-yearly instalments and an annual CA12 return.
• Normal real regime: above those thresholds or by election, monthly or quarterly CA3 returns.

The company is subject to VAT from its first taxable act. Any election for the VAT exemption threshold must be expressly made under article 293 B of the General Tax Code.

Corporate and income tax#

Companies subject to IS — SAS, SARL by default — file via the liasse fiscale (form 2065 and appendices, submitted electronically). The first financial year is often shorter than 12 months but is subject to the same filing deadlines. Quarterly IS instalments (5 March, 15 June, 15 September, 15 December) apply from the second year when the reference IS exceeds EUR 3,000. Companies taxed at shareholder level — SNC, transparent SCI, family SARL with IR election — file via BNC, BIC, or BA returns.

For any commercial company, the capital deposit process requires a blocked account in the name of the company in formation; this becomes the permanent account on receipt of the K-bis. Mixing personal and company accounts constitutes a management fault that may engage the director's personal liability in the event of financial difficulties.

In practice, opening a professional account in Paris takes 3 to 10 working days. Hayot Expertise can facilitate introductions to partner institutions — traditional banks and professional neobanks.

Mandatory insurance depends on the activity:

• Professional indemnity (RC Pro): mandatory for regulated professions (chartered accountant, lawyer, architect, estate agent, insurance broker), healthcare professionals, and most construction trades.
• Decennial liability insurance: mandatory for all construction contractors and building trades (article L241-1 of the Insurance Code).
• Financial guarantee: mandatory for estate agents (Loi Hoguet), travel agencies (article L211-18 of the Tourism Code), and regulated financial professions.
• Operational liability: covers damage to third parties in ordinary business; recommended in all cases.

Required from registration or the first hire:

• Register of securities movements (SA and SAS with registered shares): article L228-1 of the Commercial Code.
• Beneficial ownership register: to be maintained internally and filed with the registry.
• Staff register: required from the first employee (article L1221-13 of the Labour Code).
• DUERP (single document for occupational risk assessment): required from the first employee (article R4121-1 of the Labour Code), updated annually and after any workplace accident.
• Minutes register: general meeting and management records, retained for a minimum of 5 years.

From registration, the company must maintain accounts that are regular, sincere, and faithful, in compliance with the French PCG, and prepare annual financial statements (balance sheet, income statement, notes to the accounts).

The FEC (fichier des ecritures comptables) is mandatory for all entities subject to commercial accounting (article A47 A-1 of the Tax Procedures Book). This file must be generated on demand in the event of a tax audit. An absent or non-compliant FEC is a frequent basis for tax reassessment.

Annual accounts filing with the commercial court registry is mandatory within 6 months of the year-end (article L232-21 for SA, L232-22 for SARL, article L227-1 referring to SA rules for SAS). Companies below the thresholds of article L232-25 of the Commercial Code may opt for confidentiality of accounts: the registry filing is maintained but the accounts are not publicly accessible — an option taken up by many Paris-based SMEs that do not wish to disclose their financial results.

Beyond the first DSN, companies employing staff have ongoing periodic obligations:

• Monthly DSN: transmitted on the 5th or 15th of the following month for each employer establishment, depending on headcount.
• DOETH: mandatory for companies with 20 or more employees (article L5212-1 of the Labour Code), declared via the DSN since 2020.
• Apprenticeship tax and vocational training contribution: collected by OPCOs and declared via the DSN since 2022.
• Profit-sharing (participation): mandatory for companies with 50 or more employees (articles L3322-1 et seq. of the Labour Code).

In the formation dossiers we handle in Paris, four friction points recur systematically.

The beneficial ownership declaration is the most frequently overlooked obligation. Founders typically discover it one week after receiving the K-bis, when they attempt to open a professional bank account — institutions require the CBE certificate as part of their KYC process. The EUR 7,500 penalty (art. R561-49 CMF) is real and poorly known. Hayot Expertise flags this systematically and accompanies the filing.

An overly restrictive corporate purpose creates friction from the second year. A poorly drafted object clause may exclude an adjacent activity and force a costly statutory amendment. We verify coherence between the corporate purpose, the requested APE code, and the planned activities before any INPI filing.

The truncated first financial year catches many founders off-guard. A company formed in November closes its first year on 31 December — just two months of activity. The founder believes they have a full year for accounting and tax obligations: the first-year tax return is due within the same deadlines as a full year. Cabinet Hayot Expertise anticipates this from formation to avoid late-filing penalties.

Mandatory insurance is frequently taken out too late. For regulated professions, construction, and financial activities, cover must be in place from the first professional act. We recommend instructing a broker before registration, not after receiving the K-bis.

For any company formation in Paris, Hayot Expertise offers an integrated service: structure selection, articles of association, registered office, INPI filing, first months of bookkeeping, and payroll configuration if an immediate hire is planned. See our company formation service in Paris or our Paris 8 accounting service for an initial no-commitment conversation.

This article is provided for general information purposes only. It does not replace a personalised analysis of your situation by a chartered accountant. Thresholds and deadlines reflect the position as at 14 May 2026; certain figures (VAT thresholds, IS instalment rules, legal notice costs) may change and should be confirmed on impots.gouv.fr and service-public.fr. For any company formation in Paris, contact Cabinet Hayot Expertise.