Fixed or variable capital: which choice for your company
Variable capital lets partners enter and leave without amending the articles. Advantages, floor capital, withdrawal right: a comparison with fixed capital for 2026.
Expert note: This article was written by our chartered accountancy firm. Information is current as of 2026. For a personalised review of your situation, contact us.
Quick answer. Fixed capital can only be changed by a meeting decision and statutory formalities. Variable capital, provided by a variability clause in the articles (Commercial Code art. L231-1 et seq.), lets partners enter or leave and the capital be adjusted, between a floor and a ceiling, with no statutory amendment or formalities at each movement. Variable capital brings flexibility, but comes with a public-order withdrawal right and precautions on the valuation of shares.
When creating a company, the choice between fixed and variable capital is often overlooked, when it conditions the flexibility of partner movements. Variable capital, less known, can be a real asset for some structures. Here is the comparison for 2026.
Fixed capital: the default rule#
Fixed capital is the classic regime of most companies.
With fixed capital, the amount of the share capital is frozen in the articles. Any change, increase or reduction, requires a general meeting decision, an amendment of the articles and publication and registry formalities. Bringing in a new partner through a capital increase, or letting a partner leave, therefore requires a formal procedure and costs each time.
Fixed capital suits companies with a stable shareholding, where partner movements are rare. It is also the rule for the public limited company, which cannot adopt variable capital.
Variable capital: framed flexibility#
Variable capital rests on a variability clause written into the articles.
Provided by articles L231-1 et seq. of the Commercial Code, variable capital lets the capital vary, up or down, with no statutory amendment or formalities at each movement. The clause sets a floor capital, which cannot be lower than a tenth of the statutory capital, and an authorised ceiling. Between these two bounds, partners can enter or leave, and contributions vary, by simple decision, without going through the extraordinary meeting and the registry each time.
This flexibility is valuable for structures with a moving shareholding: cooperatives, structures regularly taking on new partners, or wishing for discretion on capital movements. The clause can be inserted at creation or during the company's life.
Advantages, drawbacks and withdrawal right#
Variable capital has trade-offs to know.
Its advantages are the flexibility of partner entry and exit, the reduction of formalities and registry costs, and a certain discretion on capital movements. Its drawbacks lie in the withdrawal right: any partner can withdraw, this right being of public order, that is, it cannot be removed by the articles, which can only frame its terms. A poorly anticipated withdrawal can destabilise the company. The absence of an organised market for these shares also complicates the valuation of shares at withdrawal, a possible source of dispute.
| Criterion | Fixed capital | Variable capital |
|---|---|---|
| Capital change | Meeting + articles + registry | No formalities between floor and ceiling |
| Partner entry and exit | Formal procedure | Flexible |
| Cost of movements | High each time | Reduced |
| Withdrawal right | Per the articles | Of public order |
| Public limited company | Possible | Excluded |
Our view#
Variable capital is a useful tool but not suited to all companies. It shines when the shareholding is set to move often, by avoiding repeated and costly formalities. It is less suited when shareholding stability and control of exits prevail.
Our approach is to reserve variable capital for structures with a genuinely moving shareholding, carefully framing in the articles the terms of the withdrawal right and the method of valuing shares, to avoid disputes. For a classic company with a stable shareholding, fixed capital remains simpler and clearer. The choice is made at creation, depending on the expected dynamics of the shareholding, and can evolve later by adopting a variability clause.
A common case#
Founders were creating a structure intended to regularly take on new partners as it developed. With fixed capital, each entry would have required a meeting, an amendment of the articles and registry fees. Adopting variable capital, with a floor and a ceiling, allowed new partners to be brought in by simple decision, with no heavy formalities. The terms of the withdrawal right and the valuation of shares were specified in the articles, to secure future exits.
Frequently asked questions
What is the difference between fixed and variable capital?+
Fixed capital changes only by meeting, amendment of the articles and registry formalities. Variable capital, via a variability clause (Commercial Code art. L231-1 et seq.), lets the capital vary between a floor and a ceiling with no formalities at each movement.
What is the floor capital?+
It is the minimum amount below which variable capital cannot fall. It cannot be lower than a tenth of the capital set by the articles. Between this floor and the authorised ceiling, the capital can vary freely.
What are the advantages of variable capital?+
The flexibility of partner entry and exit, the reduction of formalities and registry costs at each movement, and a certain discretion on capital variations. It is useful for structures with a moving shareholding.
What are the drawbacks?+
The withdrawal right, of public order, which cannot be removed and can destabilise the company if poorly framed. The absence of an organised market also complicates the valuation of shares at withdrawal, a possible source of dispute.
Can the withdrawal right be removed?+
No, it is of public order. The articles cannot remove it, they can only regulate its terms of exercise, for example a notice period or conditions for valuing the withdrawing partner's shares.
Can all companies adopt variable capital?+
No. The public limited company is excluded from variable capital. It is, however, open to most other forms, such as the limited company or the simplified joint-stock company, by inserting a variability clause in the articles.
Key takeaways#
- Fixed capital changes only by meeting, articles and registry formalities.
- Variable capital (Commercial Code art. L231-1 et seq.) lets the capital vary between a floor and a ceiling with no formalities.
- The floor capital cannot be lower than a tenth of the statutory capital.
- Variable capital brings flexibility and discretion, but the withdrawal right is of public order.
- The valuation of shares at withdrawal must be framed to avoid disputes.
- The public limited company is excluded from variable capital.
Article written by the Hayot Expertise firm, registered with the Order of Chartered Accountants of Ile-de-France. Updated for 2026. This article is for information purposes and does not replace an analysis of your own situation.
Article written by Samuel HAYOT
Chartered Accountant, registered with the Institute of Chartered Accountants.
Regulated French accounting and audit firm based in Paris 8, built to support companies across France with a digital and decision-oriented approach.
Sources
Official and operational sources cited for this page.
This topic is part of our service Tax accountant in Paris | CIT, VAT & tax audits
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