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.
• Article L.224-3 of the Code de commerce: requires appointing a transformation auditor when a company without a statutory auditor converts into a société par actions; the auditor appraises the assets and attests that equity covers the share capital.
• 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 a registered statutory auditor (commissaire aux comptes), appointed under article L.224-3 of the Code de commerce when a company that has no statutory auditor converts into a société par actions. Their role is to appraise the value of the company's assets and any special benefits, and to attest that equity is at least equal to the share capital. If the SARL already has a statutory auditor, that auditor issues the report with no separate appointment.

When no separate appointment is needed: if the company already has an incumbent statutory auditor, that auditor issues the transformation report, with no separate transformation auditor appointed. The comparison between equity and share capital is part of the report's content (information given to shareholders), not a condition that would remove the need for the engagement.

CTT fees: EUR 1,500 to 5,000 depending on company size and complexity. For the exact scope, timelines and a quote, see our transformation auditor service in Paris.

Stage 1: Pre-conversion audit#

Before any meeting, the accountant or adviser establishes:

• whether the company has a statutory auditor (this determines whether a transformation auditor must be appointed under article L.224-3) and an appraisal of the company's assets;
• 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, for example a company that already has a statutory auditor (who then issues the report), total costs can fall to around EUR 3,000. For a company with no statutory auditor, multiple shareholders and complex regulated agreements, the budget, including the transformation auditor's report, 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 check whether a transformation auditor is required before starting. If the company has no statutory auditor and converts into a société par actions, the appointment is mandatory (article L.224-3); omitting it can weaken or void the conversion. This point must always be settled 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.

Transformation auditor check: the SARL has no statutory auditor and converts into a société par actions, so the appointment is required (article L.224-3). The auditor attests that equity (EUR 45,000) comfortably covers the share capital (EUR 10,000), which secures the operation for the incoming investor.

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 for the articles, Cabinet Hayot Expertise coordination and filings, plus the transformation auditor's report (EUR 1,500 to 5,000).

To complete the first illustration, consider a family SARL with three generations of shareholders (founder, two adult children, three grandchildren via a family holding), subject to IS, share capital EUR 30,000, net assets EUR 480,000 at the latest year-end, annual turnover around EUR 2.4 million. The founder wishes to step back from operational management, hand over the presidency to one of the adult children, and introduce a long-term liquidity mechanism for the grandchildren who do not work in the business.

Conversion drivers: the SARL form does not allow for a clean separation between executive responsibility (the new president) and pure economic ownership (the grandchildren as silent shareholders). The SAS makes it possible to issue preference shares with reduced or no voting rights for the grandchildren, while granting the operating siblings full voting and management rights. The conversion also creates the legal basis for a future shareholders' agreement embedding tag-along, drag-along, and pre-emption rights between the family branches.

Transformation auditor analysis: the family SARL has no statutory auditor and converts into a société par actions, so a transformation auditor must be appointed (article L.224-3). The auditor attests that equity (EUR 480,000) far exceeds the share capital (EUR 30,000). Unanimity must still be obtained, including the family holding voting on behalf of the grandchildren.

Tax analysis: since the SARL is already subject to IS, the conversion is tax-neutral under BOI-IS-CESS-10-30. No deemed cessation, no immediate tax bill on unrealised gains. The change does, however, affect the social status of the new president (formerly gerant majoritaire, now assimile salarie), which must be quantified in the family compensation plan.

Process duration: approximately three months from the first family meeting to the RCS update, including the time required to draft the new shareholders' agreement.

Indicative total cost: EUR 9,000 to 13,500 (legal drafting EUR 4,000-6,000, accountant pre-conversion audit EUR 1,500-2,500, transformation auditor's report EUR 1,500-3,000, registration and publication EUR 500, ancillary advisory EUR 1,500).

Most SARL-to-SAS conversions can be sequenced within a 90-day window. Beyond 90 days, energy and consensus often dissipate; below 60 days, the risk of errors increases significantly. A typical calendar looks like this.

Days 1 to 15: preparation and feasibility#

The accountant and legal counsel review the SARL's most recent financial statements, prepare an interim financial position if the last balance sheet is older than six months, and confirm whether a transformation auditor is required. The director's social status impact is modelled. The list of regulated agreements and key contracts containing change-of-form clauses is established. Shareholders are informally consulted to confirm unanimity is achievable.

Days 15 to 30: drafting the new SAS bylaws and shareholders' agreement#

This is the most intellectually demanding phase. The SAS articles must define the president's powers, the auxiliary management bodies if any, transfer restrictions, decision-making thresholds, and any preference share categories. In parallel, a shareholders' agreement covers the contractual layer (tag-along, drag-along, pre-emption, anti-dilution). For VC-ready or PE-ready companies, a separate investor consent right schedule is often added.

Days 30 to 45: preliminary EGM and CTT appointment#

If a transformation auditor is required, the first EGM appoints the CTT and approves the conversion in principle. The CTT report is typically delivered 15 to 30 days after appointment.

Days 45 to 60: CTT report and final adjustments#

The CTT report is reviewed by the accountant and counsel. Any required adjustments to the bylaws or to the financial position are incorporated. Communications with the lender bank and major customers are drafted but not yet sent.

Days 60 to 75: final EGM and unanimous vote#

The final EGM adopts the SAS articles, appoints the president, and formalises the conversion. Minutes are signed by all shareholders to evidence unanimity.

Days 75 to 90: filings and registry update#

Legal gazette publication, INPI filing, RCS update, and BODACC publication occur in sequence. The new Kbis extract is typically available within five to ten working days after RCS update. The president then circulates the Kbis to banks, customers, suppliers and authorities.

For a founder hesitating between conversion and status quo, a side-by-side comparison helps anchor the decision.

This table is indicative; the real decision depends on the company's growth plan, shareholder composition, and tax sensitivity.

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.

We typically deliver a structured deliverable set: a pre-conversion diagnostic note, a modelled comparison of the director's net pay under SARL versus SAS, a CTT positioning memo, a draft of the resolutions for the two EGMs, a checklist of regulated agreements to resubmit under the SAS regime, and a 12-month post-conversion compliance calendar. This deliverable set ensures the conversion is not just a one-off legal act but the start of a coherent new chapter for the company.

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Sources: Legifrance, Code de commerce art. L223-43, L.224-3, 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.