Legal structure for a restaurant in France 2026: EI, SARL or SAS?

Up to date as of 14 May 2026. In the French restaurant sector, the choice of legal structure is not purely a tax question. It determines the transferability of the category-4 liquor licence (licence IV), the enforceability of the commercial lease, the personal asset protection of the manager, and the capacity to open a second site in three years. A chef who registers as a micro-entrepreneur to move fast will quickly discover that the revenue ceiling is incompatible with a trading restaurant, and that the flat-rate abatement does not cover food purchases. At Cabinet Hayot Expertise, in Paris, we advise independent restaurateurs, multi-site groups, and business acquisition projects. Here is our full 2026 analysis.

Summary — quick decision: for most restaurateurs, sole-trader status (EI) under the real BIC regime or an EURL is the solid starting point. The family SARL suits two-partner family projects with the income-tax option. The SAS becomes essential when opening to investors or preparing a second site. A property SCI secures the premises if you buy them. A holding company structures a group of several establishments. The micro regime should be avoided in almost every case.

Licence IV: transfer, assignment, and legal form#

The category-4 drinks licence (licence de débit de boissons de 4e catégorie, art. R3331-1 of the Public Health Code) authorises the on-premises sale of alcoholic beverages. It is attached to the commercial operation, not to the manager as an individual. Its transfer with the business (fonds de commerce) must be declared to the mairie within 15 days of the transaction. If the business is contributed to a company or if company shares are transferred, the licence follows the business provided the conditions of operation are maintained.

This has a direct bearing on structure choice. If you trade as a sole trader (EI) and wish to contribute your business to a company, the licence can be transferred as part of the business contribution. If the company subsequently acquires further sites, each licence must be tracked individually. In the acquisition files we handle in Paris, verifying the status of the licence — active, dormant, subject to geographical conditions — is one of the first audits carried out before choosing the acquiring structure.

Exploitation permit: the mandatory preliminary step#

The exploitation permit (permis d'exploitation) is compulsory for any establishment wishing to sell alcoholic beverages or operate a restaurant (art. R3332-1 of the Public Health Code). It is obtained after a 20-hour training course delivered by an approved provider. It is valid for 10 years and must be renewed. This permit is issued to the natural person — manager or director — not to the company. If the manager changes in a SARL or SAS, the new manager must hold their own permit.

This point is frequently overlooked during restructuring: a restaurateur who contributes their sole-trader business to a SARL and appoints a co-manager must verify that the new co-manager holds a valid permit. The absence of a valid permit can lead to administrative sanctions including temporary closure.

Commercial lease: an asset to protect#

The commercial lease (art. L145-1 and following of the Commercial Code) gives the tenant the right to renewal every nine years, with an eviction indemnity in the event of refusal. In Paris restaurants, the droit au bail (leasehold premium) often represents 30 to 60% of the total value of the business. This right is attached to the leaseholder — the natural person or company that signed the lease.

The legal form determines who holds the lease and how it can be assigned. If a restaurateur trades as a sole trader, the lease is in their personal name. If they subsequently contribute the business to a company, a lease assignment or substitution of tenant must be negotiated with the landlord — who may refuse or require additional guarantees. A SARL or SAS that signs the lease from the outset offers greater flexibility for a future share transfer, which does not necessarily require modifying the lease.

Mixed VAT in French restaurants: 10%, 5.5%, and 20%#

Restaurant businesses face multi-rate VAT. On-premises consumption (meals) is taxed at 10%. Alcoholic beverages sold on-premises or as takeaway are taxed at 20%. Some essential food products purchased for transformation (bread, still water, non-alcoholic fruit juices) may be taxed at 5.5% at the input stage. Takeaway or delivery sales for immediate consumption are taxed at 10%.

This multi-rate regime requires precise configuration of the certified till (caisse NF525, compulsory for every VAT-registered retailer), rigorous accounting allocation, and consistency between till receipts, daily Z-reports, and the VAT return. A discrepancy between till records and VAT declarations is one of the first signals the tax authority exploits during a restaurant audit.

HCR collective agreement and social obligations#

The collective agreement for Hotels, Cafés, and Restaurants (HCR, IDCC 3292) applies to the whole sector. It includes specific provisions on minimum wages, overtime, benefits in kind (meals), Sunday and public-holiday work. The relevant OPCO is AKTO, which co-finances mandatory training (HACCP, exploitation permit) and elective programmes.

The manager's social regime depends on the legal form: majority managing director of a SARL → self-employed (TNS/SSI); minority or equal managing director of a SARL, or president of a SAS → deemed employee (assimilé salarié, general scheme). This distinction matters: the social cost of a deemed employee is approximately 10 to 15 percentage points higher in employer contributions, but the social cover is broader (unemployment insurance excluded). The trade-off must be modelled against the target net remuneration.

The individual enterprise (EI) was substantially reformed by Law n° 2022-172 of 14 February 2022. Since 15 May 2022, the professional assets of an individual entrepreneur are automatically separated from their personal assets, with no need to create a company. Trade creditors (suppliers, business bank, URSSAF) can only seize professional assets.

For a restaurateur opening a first establishment with moderate investment, the EI under the real BIC regime offers several advantages: management simplicity, deductibility of actual expenses (food purchases, rent, wages, depreciation), and the possibility of later conversion to a company via a business contribution. The self-employed social regime generates contributions calculated on profit, which is favourable during the start-up phase when revenues are low.

The key limitation: an EI cannot have partners. If you wish to bring in an associate or investor from the outset, or if your project plans several sites in the near term, the EI is a structural dead end.

The micro-entrepreneur (auto-entrepreneur) regime applies a flat-rate abatement of 71% of revenue for sales activities, or 50% for service activities. In restaurants, the activity is classified as sales (71% abatement). This forfait is intended to cover actual expenses — but a trading restaurant bears food purchases representing 28 to 35% of revenue, a commercial lease, wages, employer social contributions, professional liability insurance, and a certified NF525 till. The flat abatement does not cover this reality.

Furthermore, the revenue ceiling applicable to sales activities for 2026 stands at €188,700 (subject to confirmation — based on the finance law in force at time of writing). A Parisian restaurant achieving 25 to 35 covers per service, two services per day, six days a week will far exceed this ceiling within the first year of normal trading. The micro regime is therefore incompatible with any serious food-service business, except for a very low-volume micro-caterer or weekly market stall.

The EURL (single-member limited liability company) is a SARL with one sole associate. It is frequently the first company structure recommended for a solo restaurateur who wishes to protect their personal assets and elect corporate tax.

Under corporate tax, the company pays tax on its profit (reduced rate of 15% up to €42,500 of taxable profit, 25% above). The managing director draws a salary deductible from company income, subject to self-employed social contributions. Undistributed profits remain capitalised within the company and can fund expansion, a second site, or a refurbishment — without immediate personal tax liability.

In the restaurant sector, the EURL has a specific advantage: it can be converted to a SARL simply by transferring shares to a new associate, without dissolution or re-creation. If you plan to bring in a deputy chef or operational associate in two years, the EURL is the most flexible structure.

The SARL is the most common structure in family restauration. For projects involving a spouse or children as associates, the family SARL (SARL de famille) offers a notable tax advantage: it may elect to be taxed on income (IR) permanently, provided all associates are members of the same family (ascendants, descendants, spouses, PACS partners, siblings). This option is not limited to five accounting periods as it is for ordinary SARLs (art. 239 bis AA FTC).

The family SARL income-tax option (art. 239 bis B FTC — to be confirmed at the BOFiP) is particularly useful during the start-up phase, when associates wish to offset deficits against their personal income, or when net profit is modest and income tax remains lower than corporate tax.

The limitation: a family SARL requires rigorous management of intra-family associate relations, which is often a source of conflict. The articles of association and a shareholders' agreement must pre-empt exit clauses, share buyback provisions, and succession arrangements.

The SAS (simplified joint-stock company) and its single-shareholder form the SASU offer the greatest statutory flexibility. The president is a deemed employee, which means broader social cover (excluding unemployment insurance) at the cost of higher social charges. The SAS facilitates the entry of new shareholders (investors, restaurant funds, franchise partners), the issuance of preference shares, and the granting of founder warrants (BSPCE) to retain key chefs.

For a restaurateur targeting multiple sites or anticipating a fundraise from a franchise network, the SAS is generally the most suitable structure. It also allows a more sophisticated governance (executive committee, minority veto rights) without the rigid constraints of the SARL on share transfers (compulsory approval by default in the SARL).

In Paris, purchasing the premises of a restaurant is a major wealth decision. In central neighbourhoods (Marais, Montmartre, Bastille, Saint-Germain), prices per square metre exceed €6,000 to €10,000, or more for premises with a terrace. A dedicated SCI (société civile immobilière) holding the premises, separate from the SARL or SAS operating company, offers several structural advantages.

First, risk isolation: if the operating company encounters difficulties, the creditors of the operating SARL cannot seize the premises owned by the SCI. Second, estate planning: SCI shares can be transferred progressively to heirs through annual gifts with tax allowances, independently of the transmission of the operating business. A corporate-tax SCI allows the depreciation of the property, reducing the taxable base of the rents received.

The rent paid by the operating company to the SCI must be set at market rent. Under-market rent may be requalified as an abnormal act of management by the tax authority, triggering VAT and corporate tax reassessments. In files we handle in Paris, the inter-entity rent is always documented by a reference market rental valuation.

In restaurant creation files we handle in Paris, the most common structural mistakes follow a pattern. First, the choice of micro-entrepreneur status by a candidate restaurateur who wants to "test" the concept: from the first months of real trading, the revenue ceiling is exceeded and the forced switch to the real regime is accompanied by a retroactive social assessment if the flat-rate micro contributions did not cover actual earnings. Second, the SASU with a deemed-employee president for a solo restaurateur whose remuneration is below €3,000 per month: the social cost of the deemed-employee regime is disproportionate at this remuneration level, and the EURL or EI would be fiscally and socially more favourable.

Third, the absence of an SCI when purchasing the premises, motivated by the desire for simplicity: five years later, during a restructuring or partial sale, separating the assets becomes complex, costly, and fiscally penalising. Fourth, the spouse who works front-of-house or in the kitchen without a contract or declaration, exposing the manager to a URSSAF audit for undeclared work.

The main point of vigilance in 2026 concerns the reform of micro-regime thresholds. The micro-entrepreneur revenue ceilings have been revised by successive finance acts. The thresholds applicable for the 2026 financial year must be verified on impots.gouv.fr or service-public.fr before any decision, as a legislative amendment was under discussion at the time of writing this article.

Law n° 2022-172 of 14 February 2022 introduced a strict limitation: the status of conjoint collaborateur (collaborating spouse) can only be maintained for five consecutive years. Beyond that deadline, the spouse must mandatorily choose one of three alternative statuses: employee, associate, or co-manager.

In restaurants, this constraint affects many family establishments where the spouse is permanently present front-of-house or in the kitchen. Regularisation must happen within a tight deadline, with social consequences (contribution recalculation) and tax consequences (potential reclassification of remuneration). Our recommendation: audit the spouse's status at the time of creation, and schedule the revision before the five-year threshold, integrating this constraint into the choice of legal form from the outset.

When a Parisian restaurateur plans to open a second and then a third establishment, the question of the holding animatrice generally arises at the point when the first operating company generates an after-tax profit above €80,000 to €100,000 per year. The holding company holds the shares of the operating subsidiaries, receives dividends almost tax-free (parent-subsidiary regime, art. 216 FTC: 95% exemption), and reinvests in new openings without immediate personal taxation.

The holding may also own the SCI for the premises, the brands and intellectual property (trade name, know-how), and centralise group treasury (cash-pooling agreement). For the holding to be recognised as an animating holding for tax purposes — a condition necessary to benefit from the Dutreil exemption on transfer — it must actively participate in managing group policy and controlling subsidiaries. The criteria are strict and must be documented. We refer you to our dedicated article animating holding company: conditions and risks 2026 for full analysis.

Beyond the second site, three development architectures are available. A franchise grants the right to operate the brand and concept to independent franchisees, in exchange for royalties. The franchisor remains legally separate from the franchisees. A subsidiary involves creating a new operating company (SARL or SAS) of which the holding or parent company holds the shares, with centralised management. The cooperative (SCOP or SCIC) is a less common but relevant form for participatory restaurants or social-economy projects: employees are associates, governance is democratic, and certain solidarity finance is accessible.

The choice between these models depends on the desired level of control, the profile of co-operators, and transmission objectives. Cabinet Hayot Expertise advises on all three architectures, in conjunction with our specialist partners in commercial and corporate law.

Three points deserve particular attention in 2026. First, micro-BIC thresholds (to be confirmed at the BOFiP 2026 update): any restaurateur under the micro-entrepreneur regime must monitor monthly revenue to anticipate the automatic switch to the real regime. Second, multi-rate VAT and the NF525 certified till: the Direction générale des finances publiques has confirmed strengthened controls on cash registers in 2026, verifying NF525 certification and consistency between till journals and VAT declarations. Third, AGEC obligations (anti-waste law for a circular economy): mandatory biowaste sorting for all establishments since 1 January 2024 (threshold conditions for 2026 to be confirmed on the Ministry's website), provision of the "doggy bag" on request. Non-compliance may result in administrative penalties.

• Check the status of the licence IV (active, dormant, geographical restrictions)
• Confirm that the designated manager holds a valid exploitation permit (or plan the 20-hour training)
• Identify whether purchasing the premises is planned (→ SCI to be considered)
• Clarify whether a spouse will work in the establishment (→ collaborating-spouse status, 5-year constraint)
• Project first-year revenue (→ exclude micro regime if revenue > €100,000)
• Anticipate whether a co-associate will be involved from the outset (→ SARL or SAS if associate at creation)
• Model target net remuneration (→ self-employed vs deemed-employee trade-off)
• Confirm multi-rate VAT configuration of the future NF525 certified till
• Confirm affiliation to the HCR collective agreement (IDCC 3292) and OPCO AKTO

For further analysis, see our articles on restaurant financial KPIs 2026, common accounting mistakes in restaurant businesses, and grants and financing for restaurateurs 2026. For restaurateurs considering a group structure, see our article on the animating holding company: conditions and risks 2026.

Written by Samuel Hayot, expert-comptable in Paris. Reviewed and updated 14 May 2026. This article sets out the general framework; it does not replace analysis of your specific situation, documents, and current legislation at the date of your decision.