Converting a SARL into a SAS in France: steps, costs and tax implications 2026

Updated 14 May 2026. Converting a SARL (societe a responsabilite limitee) into a SAS (societe par actions simplifiee) is one of the most common corporate restructuring operations handled at Cabinet Hayot Expertise in Paris. Companies typically move from SARL to SAS to gain statutory flexibility, attract investors, issue BSPCE (founder warrants), or restructure management governance. But the conversion is not a formality. It requires the unanimous approval of all shareholders, may trigger a statutory auditor's report, involves legal and accounting costs ranging from EUR 4,000 to 15,000 for most SMEs in the Paris area, and can produce an immediate tax liability if the SARL was subject to personal income tax. Understanding the full picture before starting is essential.

The most frequent reasons seen in client files at Cabinet Hayot Expertise are as follows.

Fundraising and investor entry. A SAS can issue preference shares, warrants (BSA), BSPCE and other equity instruments that are difficult or impossible to replicate in a SARL. Most private equity and venture capital investors require the SAS structure before investing.

Customised governance. The SARL is regulated by the Code de commerce with limited room for contractual deviation. The SAS is a much more flexible vehicle: voting rights, management bodies, transfer restrictions and investor protections can be tailored precisely to the company's needs.

Changing the director's social security regime. In a SARL, the majority manager (gerant majoritaire) is classified as a self-employed worker (travailleur non salarie, TNS). In a SAS, the president is treated as an assimile salarie under article L311-3 of the Code de la securite sociale, affiliated to the general social security scheme. This changes contribution rates, retirement coverage and the dividend-versus-salary trade-off.

Preparing a sale or transfer. Some acquirers and investment funds require SAS form as a pre-condition for acquisition. The conversion is then part of the pre-sale restructuring.

Management packages. Stock options, free shares (AGA), BSA or BSPCE are more straightforward to implement in a SAS.

Shareholder reorganisation. A conversion may accompany a buy-out, entry of a new partner, or a generational transfer where new governance rules are needed.

Before starting the process, several situations argue against conversion:

• The SARL was subject to income tax (IR) and has significant unrealised gains on assets or stock: the deemed cessation under article 202 ter of the CGI may generate an immediate tax charge that outweighs the benefit.
• Unanimous shareholder approval is not in place: article L223-43 of the Code de commerce makes this an absolute requirement, with no majority alternative.
• The managing director prefers TNS status for social protection or contribution reasons: the move to assimile salarie typically increases overall payroll costs.
• The total cost of conversion (EUR 4,000 to 15,000) is not justified by the business case.

• Article L223-43 of the Code de commerce: governs SARL conversion, including the unanimity requirement and the conditions for the transformation auditor's report.
• Articles L225-1+ and L227-1+: regulate the SAS.
• Article 1844-3 of the Code civil: establishes the fundamental principle that a lawful conversion does not create a new legal entity. Corporate continuity is preserved.
• Article 202 ter of the CGI: defines deemed cessation of activity, triggered when a company moves from income tax to corporate tax.
• BOI-IS-CESS-10-30 (BOFiP): administrative doctrine on tax neutrality for IS-to-IS conversions.

Unanimous shareholder approval: an absolute rule#

Article L223-43 of the Code de commerce requires unanimous approval from all SARL shareholders. There is no qualified majority alternative. A single dissenting shareholder blocks the conversion. This is the most frequent obstacle in restructuring files: a minority shareholder, a departing manager or an heir can halt the entire project. Cabinet Hayot Expertise strongly recommends confirming unanimous agreement in principle before any detailed analysis is commissioned.

The transformation auditor (commissaire a la transformation)#

The transformation auditor (CTT) is an independent professional (statutory auditor or registered public accountant) whose report is required when the company's net assets are lower than its share capital at the conversion date. The auditor's role is to verify the value of the company's assets and confirm that the conversion does not prejudice shareholders or creditors.

Exemption conditions: if net assets equal or exceed share capital, the CTT report is not required, provided the decision is taken unanimously. This check is performed against the last approved balance sheet or an interim financial position prepared by the accountant.

CTT fees: EUR 1,500 to 5,000 depending on company size and complexity.

Stage 1: Pre-conversion audit#

Before any meeting, the accountant or adviser establishes:

• an interim financial position (net assets vs share capital, to determine whether a CTT is required);
• the social security impact of the director's status change;
• tax consequences based on the SARL's current regime (IS or IR);
• an inventory of regulated agreements to be reviewed;
• a list of contracts, licences and financing arrangements that reference the SARL form.

Stage 2: Preliminary extraordinary general meeting (EGM)#

A first EGM is convened under SARL rules (article L223-29 of the Code de commerce) to approve the conversion in principle and, if required, to appoint the CTT. This meeting does not constitute the final conversion decision.

Stage 3: Transformation auditor's report#

Where required, the CTT is appointed at the first EGM. The report must be filed at least 15 days before the final shareholders' meeting.

Stage 4: Drafting the SAS articles of association#

This is the most structurally important stage. The new SAS bylaws must define:

• the president's powers and management structure;
• supplementary governance bodies (general manager, strategic committee, supervisory board if applicable);
• share transfer approval rules;
• decision-making thresholds;
• shareholder protection clauses (pre-emption, tag-along, drag-along, exclusion).

Generic template bylaws defeat the purpose of converting to a SAS. Cabinet Hayot Expertise works alongside legal partners to ensure coherence between the articles, the shareholders' agreement and the remuneration policy. See our guide on essential SAS shareholder agreement clauses.

Stage 5: Final EGM (unanimous vote required)#

The final meeting approves the conversion, adopts the new SAS bylaws and appoints the president. The minutes must record unanimous approval by all shareholders, representing 100% of the share capital.

Stage 6: Publication in a legal gazette#

The conversion must be published in a legal gazette (journal d'annonces legales) for the department of the registered office. Approximate cost: EUR 200.

Stage 7: INPI filing (guichet unique)#

The complete file is submitted to the INPI's single business registration portal (formalites.entreprises.gouv.fr). Documents include: signed SAS articles of association, EGM minutes, CTT report (if applicable), M2 or M3 form, and proof of legal publication. Filing fee: approximately EUR 70 (verify current rate at time of filing).

Stage 8: RCS update#

The commercial court registry updates the trade register. The mention "SAS" replaces "SARL" on the Kbis extract. No new SIREN number is issued.

Stage 9: BODACC publication#

The amendment is published in the official commercial gazette (BODACC) automatically following the RCS update.

For a simple structure (two shareholders, low share capital, no CTT required), total costs can fall to around EUR 3,000. For a company with multiple shareholders, complex regulated agreements and a required CTT, the budget may exceed EUR 15,000.

Important: the cost of a poorly managed conversion is typically far higher than the fees above. An unplanned tax cessation, a miscalibrated director's social regime, or vague SAS bylaws can generate tens of thousands of euros in additional charges or taxes.

Case 1: SARL subject to corporate tax (IS) converting to SAS subject to IS#

This is the most common scenario. Under the administrative doctrine (BOI-IS-CESS-10-30), converting a company from one IS-taxed form to another does not constitute a cessation of activity, provided the conversion is lawful and does not change the tax regime. Accounting and tax continuity is preserved: tax loss carry-forwards, provisions and ongoing preferential regimes remain in place.

Key watch point: ensure the conversion is not accompanied by a connected transaction (partial asset transfer, material change of corporate object) that could invalidate the neutrality.

Case 2: SARL subject to income tax (IR) converting to SAS subject to IS#

If the SARL held an IR option (SARL de famille, or 5-year IR option), conversion to SAS triggers mandatory IS treatment. This constitutes a deemed cessation of activity under article 202 ter of the CGI, with immediate consequences:

• Current-year profits: taxable at the shareholder level for the period up to the conversion date.
• Unrealised gains: assets are valued at market value, and any latent gains are taxed immediately.
• Reserves: reserves accumulated under the IR regime are deemed distributed and become taxable (subject to specific rollover relief conditions, to be confirmed with a tax adviser).

This scenario is by far the highest-risk situation. A thorough tax audit by Cabinet Hayot Expertise is essential before any decision in this context.

The practical consequences of the director's regime change:

Moving to assimile salarie status generally increases the overall cost of the director's remuneration, but improves health and retirement coverage. The trade-off must be modelled by the accountant using the company's actual figures.

Under SARL rules, agreements between the company and its manager or shareholders are governed by article L223-19 of the Code de commerce. Under SAS rules, article L227-10 applies.

The conversion requires: (1) inventorying all agreements approved under the SARL regime; (2) verifying whether they meet the SAS requirements; (3) submitting to the first SAS shareholders' meeting those agreements still in force, for fresh approval under the new regime. Failure to complete this step is a frequent omission and may expose the company or its president to liability if a regulated agreement is subsequently challenged.

Under article 1844-3 of the Code civil, the conversion does not modify the company's legal personality. The SIREN number, trade registrations, ongoing contracts, bank loans, commercial leases, licences and authorisations are all preserved. Counterparties do not need to give prior consent. In practice, however, it is advisable to notify key partners, update headed paper and contract templates, and review any agreements containing a change-of-form or change-of-control clause.

The conversion is the natural moment to draft or update the shareholders' agreement. A SARL typically does not have a formalised shareholders' agreement, or has one that references SARL-specific rules. A SAS shareholders' agreement should address: governance powers, transfer restrictions, investor protections, BSPCE or warrant conditions, and exit mechanisms. See our detailed guide on the 15 essential clauses for a SAS shareholders' agreement.

Failing to verify net assets versus share capital before starting. Not appointing a required CTT can render the conversion void. An interim financial position must always be prepared first.

Assuming a qualified majority is sufficient. Unanimity is absolute under article L223-43. One dissenting shareholder stops the process entirely.

Underestimating the IR-to-IS tax cessation. This is the most costly error. Unrealised gains and accumulated reserves may generate an immediate tax bill that was not budgeted.

Drafting generic SAS articles. Template bylaws copied without strategic reflection on governance, share transfer rules and decision-making thresholds fail to capture the real value of the SAS structure and create future disputes.

Situation: two shareholders (60%/40%), SARL subject to IS from inception, share capital EUR 10,000, net assets EUR 45,000 at last year-end. A financial investor wants to enter at 30% with preference liquidation and veto rights on certain strategic decisions. These mechanisms require SAS form.

CTT check: net assets (EUR 45,000) > share capital (EUR 10,000) — CTT exemption available, subject to unanimous approval by both shareholders.

Process:

• Preliminary EGM: both shareholders approve the conversion in principle;
• Drafting SAS articles with ordinary and preference share categories for the investor;
• Shareholders' agreement covering veto rights and liquidation preference;
• Final EGM: articles adopted, president appointed, investor entering via a simultaneous or subsequent capital increase;
• INPI filing and legal gazette publication.

Estimated cost: EUR 5,000 to 8,000 (articles, Cabinet Hayot Expertise coordination, filings), no CTT required.

Cabinet Hayot Expertise, chartered accountants in Paris, accompanies SARL-to-SAS conversions from the pre-conversion audit through to post-registration compliance. Our scope covers: interim financial positions and CTT assessment; tax audit and cessation risk analysis for IR-to-IS conversions; director social status modelling; coordination with legal partners for SAS articles and shareholders' agreement; and post-conversion accounting and payroll compliance.

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Sources: Legifrance — Code de commerce art. L223-43, L225-1, L227-1, L223-19, L227-10; Code civil art. 1844-3; CGI art. 202 ter; BOFiP BOI-IS-CESS-10-30; Code de la securite sociale art. L311-3.