An SAS or SASU leaves wide freedom to the articles of association and its president is treated as an employee; a SARL or EURL follows a stricter legal framework and its majority manager falls under the self-employed scheme. The choice depends on your target pay, dividends, the arrival of partners or investors and the social cover you want.
Choosing between SAS, SASU, SARL and EURL is the single most structuring trade-off you'll make as a founder in France. It determines your social charges, personal taxation, asset protection, fundraising capability and governance flexibility for the next 5-10 years.
This guide compares the four forms on these criteria, to help you prepare that decision.
Already know what you want? Jump to: Setting up a SASU step by step | Setting up a micro-entreprise
| Criterion | SAS / SASU | SARL / EURL |
|---|---|---|
| Persons | SAS ≥ 2, SASU = 1 | SARL ≥ 2 (max 100), EURL = 1 |
| Min. capital | Free (€1 minimum) | Free, no minimum |
| Cash contribution release | 50% at subscription | 20% at subscription |
| Industry contribution | Yes | Yes (no capital value) |
| Management | Président (free mandate) | Gérant (strict legal frame) |
| Director's social regime | Treated as salaried (general scheme) | TNS if majority / Salaried if minority or equal |
| Default tax regime | IS (corporate tax) | IS (SARL) / IR transparency (EURL natural-person sole shareholder) |
| IR election | 5 financial years at most (company under 5 years old, subject to conditions) | Unlimited (family SARL) or 5 financial years |
| Charges on dividends | None | TNS: on portion > 10% of capital+premiums+current accounts |
| ARE compatibility | Yes: ARE reduced by 70% of declared pay | Yes: ARE reduced by 70% of declared pay |
| Title transfer | Free (subject to clauses) | Approval ≥ 50% needed |
| Statutory flexibility | Total | Limited (Code de commerce) |
| Setup cost | €200-400 (legal fees) | €200-400 |
| Annual accounting | €1,200-3,800/yr | €1,200-3,500/yr |
2.1 Director's social regime : the n°1 driver
SAS / SASU : President treated as salaried
- Affiliated to the general social security scheme
- Employer and employee contributions under the general scheme, calculated on the salary paid
- No unemployment cover : no ARE entitlement after mandate ends, unless you also hold a separate employment contract
- Mandatory monthly payslip when a salary is paid
- Sickness, maternity, retirement coverage aligned with white-collar employees
SARL majority manager / EURL : TNS (self-employed)
- Affiliated to Sécurité Sociale des Indépendants (SSI)
- Self-employed contributions, calculated on professional income
- Flat-rate provisional charges first year, true-up in N+1
- TNS charges on dividends: portion of dividends paid to a majority gérant exceeding 10% of share capital + issue premiums + average current account balances is subject to TNS social charges
- Lower social coverage (notably daily allowances)
2.2 Taxation
Default:
- SAS / SASU / SARL: corporate income tax (IS)
- Reduced 15% rate on the first €42,500 profit (conditions: fully paid-up capital, turnover < €10M, ≥ 75% held by individuals)
- Standard 25% rate above
- EURL with natural-person sole shareholder = manager: default IR transparency (BIC or BNC), IS election available, which can be withdrawn until the fifth financial year following the election
Dividends after IS:
| Form | Dividend tax treatment |
|---|---|
| SASU/SAS | Flat tax 31.4% (12.8% IR + 18.6% social) or progressive scale + 40% allowance |
| EURL/SARL majority manager | Flat tax 31.4% + TNS charges on portion > 10% capital |
| SARL minority or equal manager | Flat tax 31.4% only |
2.3 Governance
SAS / SASU : Near-total freedom
Article L.227-1 of the Code de commerce: "The simplified joint-stock company is set up by one or more persons whose losses are limited to their contribution." Everything else is statutory: management organs, voting rules, transfer clauses, exclusion, drag-along, tag-along, anti-dilution, ratchet.
SARL / EURL : Strict legal frame
Articles L.223-1 to L.223-43 impose mandatory voting majorities (manager appointment > 50%, ordinary decisions > 50%, statutory amendments ≥ 2/3 of shares), codify gérant powers, require shareholder approval for third-party transfers, and limit dividend distribution to validated distributable profit.
Practical consequence: the moment a project involves an investor, BSPCE, a sophisticated shareholders' agreement, fundraising or evolving governance : SAS is the obligatory choice. SARL fits poorly with such projects.
2.4 Title transfers
| Form | Transfer mode | Registration duties |
|---|---|---|
| SAS/SASU | Share transfer order, free unless clauses apply | 0.1% on price |
| SARL/EURL | Notary or private deed, partner approval (50%) | 3% after €23,000 abatement |
Concrete impact: selling an SME for €500,000 costs €500 in SAS vs €14,310 in SARL in registration duties alone.
2.5 Fundraising and capital instruments
SAS/SASU: preferred shares, BSPCE for eligible startups, BSA, OBSA, ratchet, anti-dilution, tag-along, drag-along : anything is possible.
SARL/EURL: uniform shares, no BSPCE, institutional fundraising practically impossible. Funds and business angels almost always require conversion to SAS before entry.
2.6 Personal asset protection
Identical across the 4 forms: liability limited to contributions. Protection can break in case of personal guarantees signed with banks, mismanagement (article L.651-2 of the Code de commerce), or undeclared tax/social debts in bad faith.
Profile 1: Solo freelance / consultant, < €100k turnover
| Criterion | Recommendation |
|---|---|
| Receiving ARE (French unemployment) | SASU or EURL: ARE can be combined in both cases, reduced by 70% of declared pay |
| No ARE, top tax bracket ≥ 30% | EURL IR or IS depending on case |
| No ARE, top bracket < 30% | Micro-entreprise or EURL IR |
| Fundraising in 12-24 months | SASU |
Profile 2: Co-founder duo (startup, agency, SaaS)
| Situation | Recommendation |
|---|---|
| Fundraising at 12-24 months | SAS (mandatory) |
| No fundraise, long-term partnership | SAS (flexibility) or SARL if artisan/family |
| Spouses working together | SARL (collaborating-spouse status) |
Profile 3: Artisan / shopkeeper, family activity
| Criterion | Recommendation |
|---|---|
| Spouse working in the business | SARL (collaborating-spouse status) |
| Several family members in capital | Family SARL (unlimited IR election) |
| Simple activity, no external growth planned | SARL or EURL |
Profile 4: Liberal profession (consultant, coach, expert)
| Criterion | Recommendation |
|---|---|
| Regulated profession with SEL eligibility | SELAS or SELARL depending on order |
| Non-regulated consulting/coaching/training | SASU (image) or EURL (TNS optimisation) |
Profile 5: Patrimonial holding
| Criterion | Recommendation |
|---|---|
| Holding shareholdings + dividends | SAS (share buyback flexibility) or SARL |
| Couple / family | Family SARL with IR election |
Case 1 : IT freelancer, €80k turnover, no operating costs
For this profile, the gap between micro-entreprise, EURL and SASU depends on the salary level, the dividends paid and your position with France Travail: it is quantified on a simulation using your own figures, not on a generic scale.
Case 2 : SaaS co-founders, €500k raise at H+12 months
SAS is mandatory: among these four forms, the only one suited to the round, BSPCE for first hires, shareholders' agreement, drag-along, founder vesting.
Case 3 : Bakery artisan, spouse in the lab
SARL: collaborating-spouse status (social cover without salary), simple management, family IR election available.
The items to compare are contributions on salary, contributions on dividends (for the majority manager of a SARL or EURL, on the portion above 10% of share capital, share premiums and current-account balances), the 31.4% flat tax on dividends, corporate tax and bookkeeping costs. Their amount depends on the salary and dividends chosen: they are quantified on your own data.
To weigh against:
- Stronger SASU social cover
- Picking SASU "by default" without simulating EURL : missed optimisation.
- Choosing SARL as a couple without proper marital clauses : succession and divorce risks.
- €1 share capital: can weaken your standing with banks.
- Generic SARL bylaws : impossibility to break 50/50 deadlocks.
- Underestimating SARL → SAS conversion: feasible with the partners' unanimous decision and, depending on the case, a conversion auditor.
Our Paris 8th firm offers a status-choice audit:
| Service | Price | Included |
|---|---|---|
| Status-choice audit (1h30 video) | €190 excl. VAT | Numbers simulation 3 statutes, written reasoned reco |
| SASU/SAS setup pack | €890 excl. VAT | Bylaws + INPI + first tax bundle |
| SARL/EURL setup pack | €890 excl. VAT | Bylaws + INPI + first tax bundle |
| SARL ↔ SAS conversion | €2,500-3,800 excl. VAT | Updated bylaws, AGE, JAL, registry |
- Légifrance : Code de commerce, Book II
- Service-public.fr : Choosing the legal form
- Bpifrance : Legal structures
- URSSAF : Social regimes
Still hesitating? Contact Hayot Expertise for a personalised, numbers-driven 5-year audit of your situation.
See also: Setting up a SASU step by step | Setting up a micro-entreprise | How much does a French CPA cost
Frequently asked questions
What is the essential difference between an SAS and a SARL?
SASU or EURL: which to choose in 2026 as a solo freelancer?
Which form carries the lowest social contributions?
Can a SARL become an SAS (or the reverse) without being wound up?
Yes, through a conversion, without creating a new legal entity. Conversion into an SAS requires the unanimous decision of the partners (article L227-3 of the Commercial Code); it involves updating the articles of association and publication formalities. Depending on the company's situation, a conversion auditor (commissaire à la transformation) may be required: check this before starting the operation. Converting an SAS into a SARL is also possible; its conditions are checked case by case.
Is an SCI subject to the same rules?
No. An SCI (société civile immobilière) is not a commercial company: it is governed by the Civil Code (articles 1832 et seq.). By default it is tax-transparent (income tax), with a possible corporate tax (IS) election that can be withdrawn until the fifth financial year following the election (it then becomes irrevocable). It cannot carry on a regular commercial activity, otherwise it becomes liable to corporate tax. For that reason it is not comparable to an SAS, SASU, SARL or EURL: its role is solely to hold and manage real estate (purchase, unfurnished letting, transmission). See our dedicated SCI guide.
Which form for two partners at 50/50?
An SAS (two or more partners) comes first: its articles can provide approval, pre-emption, exclusion, tag-along, drag-along and anti-dilution clauses. With two partners at 50/50, a shareholders' agreement is essential to handle deadlocks (buy-or-sell clause, independent expert, mediation). A SARL (two or more partners) imposes rigid legal rules that suit modern entrepreneurial projects less well. Avoid a strict 50/50: prefer 51/49, or 50/50 with shares carrying different rights (double voting rights on certain decisions), available only in an SAS among these four forms.
Article written by Samuel HAYOT
Chartered Accountant, registered with the Institute of Chartered Accountants. Certified Pennylane trainer.
Regulated French accounting firm based in Paris 8, whose founder is also a statutory auditor, built to support companies across France with a digital and decision-oriented approach.
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