Launching a startup: the structuring choices of day one

Quick answer. Launching a startup is not filling in an incorporation form: it means settling, from day one, the legal form (the SAS remains the preferred form for projects aiming at a fundraising round), the capital split, the shareholders' agreement, founder vesting and BSPCE, intellectual property and R&D schemes. Key fact: for JEI companies created from 1 January 2026, the corporate-tax exemption on profits has been removed.

At incorporation, operational urgency takes over: opening the bank account, signing the first contracts, starting to build or sell. Yet the legal and tax decisions made that day, often within a few hours, are the ones that weigh most heavily two or three years later, when bringing in an investor or rewarding a team.

This article does not cover incorporation formalities: for the step-by-step mechanics, see our full guide to company formation. It focuses on the structuring trade-offs, the ones that are costly, or even impossible, to fix afterwards. Our firm, registered with the Île-de-France Order of Chartered Accountants, sees these topics recur across all tech startup engagements.

The SAS, or the SASU if you start alone, is the preferred form for startups aiming at a fundraising round. The reason is structural: it issues shares (not corporate units), offers wide statutory freedom, allows investors into the capital and, decisively, permits the issuance of BSPCE to incentivise the team. A SARL or EURL allows neither shares nor BSPCE, which closes the door to the structures expected by funds.

Share capital is freely set: the legal minimum is 1 euro. In practice, symbolic capital sends a poor signal to financiers and banking partners. Without citing a universal "recommended" amount, bear in mind that credible capital, proportionate to the project, is among the elements an investor reviews.

To frame this choice against your personal situation (compensation, director's social regime, number of partners), our legal-status decision tree sets out the criteria. The firm can then handle setting up your company.

Our take. For a project genuinely geared toward growth and fundraising, the "SAS or SARL" question almost always resolves in favour of the SAS. The real debate lies elsewhere: in drafting the articles and the agreement, not in the choice of acronym.

The shareholders' agreement is a document separate from the articles of association, confidential, that organises life between founders and future investors: governance, exit clauses, founder vesting, pre-emption rights, drag-along and tag-along clauses. The articles are public and filed with the registry; the agreement is not, which allows sensitive commitments to sit within it.

The most frequently overlooked point is founder vesting: a mechanism by which each partner gradually acquires their securities over time. Without vesting, a co-founder who leaves the project after six months keeps their entire stake, creating a "zombie founder" on the cap table, a situation no serious investor will agree to fund.

The underestimated risk. Many teams split the capital 50/50 "on trust" and postpone the agreement "until the raise". When a co-founder departs or a fund enters, renegotiating the cap table becomes a major source of tension. Drafting the agreement at the outset, calmly, is far simpler than drafting it under the pressure of a term sheet.

Drafting the shareholders' agreement, aligned with the accounting engagement, secures these clauses from the start.

BSPCE (founder share warrants) are the reference incentive tool for startups set up as an SAS. They allow employees or directors to be granted the right to subscribe shares at a fixed price, and to share value creation without spending cash. They are reserved to certain companies, notably young SAS or SA, unlisted or meeting specific conditions.

The tax treatment has been clarified. For BSPCE granted since 1 January 2025, the gain is taxed at the flat income-tax rate of 12.8% (or, by election, the progressive scale), plus 18.6% of social levies. If the beneficiary has less than 3 years' seniority in the company at the date of disposal, the income-tax rate rises to 30%. The 2026 Finance Act made the election for the progressive scale revocable.

Trade-off: BSPCE or free shares? Both reward the team, but they are not equivalent depending on the context. BSPCE suit eligible young unlisted SAS, with a readable tax framework for beneficiaries. Free shares fall under a distinct regime and their own conditions. For an early-stage startup set up as an SAS, BSPCE are the dominant reflex; the choice nonetheless deserves to be settled case by case with your adviser.

Intellectual property is the central asset of a tech startup, and it is also a systematic check in due diligence. The practical rule: anything created before or alongside the company (code, trademark, design, domain name) must be formally contributed or transferred to the company, in writing. Otherwise the risk is to discover, on the eve of a raise, that a freelance developer holds the rights to a critical technical component.

This check ties in with the agreement and the contractual documentation. It conditions the very value of the company at a future funding round, as set out in our analysis on how to prepare a pre-seed to series A round.

The young innovative company status (JEI), provided for in article 44 sexies-0 A of the French Tax Code, targets SMEs (fewer than 250 employees, turnover below 50M EUR or balance sheet below 43M EUR), under 8 years old, at least 50% held by individuals or eligible structures, and devoting at least 15% of their tax-deductible expenses to research expenditure.

The exemption from employer social-security and family-allowance contributions is maintained for JEI created before 31 December 2028, within a limit of 8,401.58 EUR monthly pay per person and a cap of 240,300 EUR per establishment per year. This is a real cash lever on the R&D payroll.

Hayot Expertise advice. The reflex "the JEI is useless since 2026" is wrong. The tax advantage on profits has disappeared for 2026 incorporations, but the social exemption remains a powerful lever for a startup hiring technical profiles. That is precisely where the useful saving lies.

The detail of the conditions and the support involved is set out in our CIR, CII and JEI status offer.

The research tax credit (CIR) covers 30% of eligible R&D expenditure, up to 100M EUR of expenditure. The innovation tax credit (CII), reserved to SMEs, covers 20% of eligible innovation expenditure. Both can be combined, provided they relate to distinct expenditure: the same expense cannot be claimed twice.

For a startup in the product-development phase, these credits are often the first source of non-dilutive funding, ahead of any raise. The work must still be documented from day one: the quality of the justification file is built as you go, not at year-end. These schemes fit into a broader thinking on how to build a funding mix at launch.

• Startup created in 2026 aiming for JEI. The profit-tax exemption no longer exists for companies created from 1 January 2026 (law no. 2026-103 of 19 February 2026). The social exemption and the local-tax exemptions remain. The opportunity calculation therefore shifts toward the R&D payroll, not corporate tax.
• Impact-oriented project. The same reform creates the "young impact innovation company" category, with an R&D expenditure threshold ranging from 5% to 20% and criteria linked to the social and solidarity economy (ESS). A structured ESS project should examine this route.
• Solo founder planning to bring in partners. Starting as a SASU does not prevent bringing in partners later; anticipating the conversion and the agreement avoids costly friction. The typical path of Entrepreneur First founders in Paris illustrates these transitions.
• Team without significant R&D expenditure. Without reaching the 15% research-expenditure threshold, the JEI status is out of reach: it should not anchor the business plan.

1. JEI profit-tax exemption: over for 2026 incorporations. The advantage on profits applies only to JEI created up to 31 December 2025. Do not base any 2026 forecast on it.
2. BSPCE and seniority. The 12.8% income-tax rate assumes at least 3 years' seniority at disposal; below that, it rises to 30%. To be documented in the grant plan.
3. Credible capital. Capital of 1 euro is legal but may weigh on the perception of financiers and banks.
4. R&D documentation as you go. CIR and CII are secured through traceability maintained from the start, not reconstructed at year-end.
5. Revocable election for the scale (BSPCE). The 2026 Finance Act made the election for the progressive scale revocable: factor this into beneficiaries' tax projection.

In startup formation files, the most frequent sticking points rarely appear on day one: they surface at the first funding round. Capital split equally without vesting, a freelancer holding part of the code, a BSPCE grant distributed without regard to seniority, a forecast calibrated on a profit-tax exemption that no longer exists for 2026 incorporations: all are matters that are hard to fix under an investor's pressure.

In practice, the order of day-one decisions:

1. Choose the form (SAS / SASU in the vast majority of high-potential projects) and set credible capital.
2. Formalise the capital split and draft the shareholders' agreement, founder vesting included.
3. Secure intellectual property: written contribution or transfer of any asset created beforehand.
4. Frame the incentive plan (BSPCE) and its tax conditions.
5. Check JEI eligibility (article 44 sexies-0 A of the Tax Code) and structure the CIR / CII documentation.
6. Build a forecast consistent with these choices, in the logic of a solid business plan and a properly conducted market study.

As a chartered accountant and statutory auditor, we align these trade-offs with the accounting engagement and, where relevant, with an outsourced finance director to steer cash and reporting ahead of a raise. This article is informational; a decision suited to your situation requires reviewing your project, your documents and the law in force.