International founder context#
This guide is written for expats and foreign founders by a French CPA, an English-speaking accountant in Paris, with practical focus on accounting in France, French corporate tax, business setup in France and French payroll.
Why picking the right vehicle changes everything#
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, written by Samuel HAYOT, an English-speaking French CPA in Paris 8th, gives you the honest, numbers-driven comparison you need before deciding.
Already know what you want? Jump to: Setting up a SASU step by step | Setting up a micro-entreprise
1. Quick recap table#
| Criterion | SAS / SASU | SARL / EURL |
|---|---|---|
| Persons | SAS ≥ 2, SASU = 1 | SARL ≥ 2 (max 100), EURL = 1 |
| Min. capital | €1 | €1 |
| 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 years max (family SAS) | Unlimited (family SARL) or 5 years |
| Charges on dividends | None | TNS: on portion > 10% of capital+premiums+current accounts |
| ARE compatibility | Yes (no salary paid) | No once a salary is paid |
| 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. Detailed comparison#
2.1 Director's social regime — the n°1 driver#
SAS / SASU — President treated as salaried
- Affiliated to the general social security scheme
- Employer + employee charges: ~75-85% of net salary (gross-loaded equivalent)
- 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)
- Charges: ~40-45% of net 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), irrevocable IS election available
Dividends after IS:
| Form | Dividend tax treatment |
|---|---|
| SASU/SAS | Flat tax 30% (12.8% IR + 17.2% social) or progressive scale + 40% allowance |
| EURL/SARL majority manager | Flat tax 30% + TNS charges on portion > 10% capital |
| EURL/SARL minority manager | Flat tax 30% 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.
3. Decision matrix — which form for which founder?#
Profile 1: Solo freelance / consultant, < €100k turnover#
| Criterion | Recommendation |
|---|---|
| Receiving ARE (French unemployment) | SASU (no salary, dividends in N+1) |
| 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 |
4. Worked numerical examples#
Case 1 — IT freelancer, €80k turnover, no operating costs#
| Status | Net after IR + charges | Key advantage |
|---|---|---|
| Micro BNC + 2.2% flat tax | ~€52,000 | Simplicity, generous 34% deduction |
| EURL IS, €30k salary + dividends | ~€50,000 | TNS optimisation |
| SASU, €30k salary + dividends | ~€46,000 | ARE preserved if previously unemployed |
EURL or micro win on pure tax efficiency; SASU still wins if ARE is on the table.
Case 2 — SaaS co-founders, €500k raise at H+12 months#
SAS is mandatory: the only vehicle compatible with 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.
5. Three-year cost comparison (small business €200k turnover)#
| Item | SASU €30k salary + €30k dividends | EURL TNS €30k salary + €30k dividends |
|---|---|---|
| Social charges on salary | ~€22,500 | ~€12,500 |
| Charges on dividends | €0 | ~€2,500-4,000 |
| Dividend flat tax | €9,000 | €9,000 |
| IS on €60k profit | ~€9,000 (15% reduced) | ~€9,000 |
| Annual accounting | €1,800 | €1,800 |
| Annual total | ~€42,300 | ~€34,800-36,300 |
Annual delta TNS vs salaried: ~€6,000-7,500.
To weigh against:
- Stronger SASU social cover
- ARE preservation under SASU without salary
- Generally better resale valuation for SAS
6. Common mistakes#
- Picking SASU "by default" without simulating EURL — missed optimisation for non-ARE profiles.
- Choosing SARL as a couple without proper marital clauses — succession and divorce risks.
- €1 share capital — fragility signal to banks and DGFiP.
- Generic SARL bylaws — impossibility to break 50/50 deadlocks.
- Underestimating SARL → SAS conversion — feasible but costly (€2,500–€5,000), sometimes requires statutory auditor.
7. Hayot Expertise method#
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 |
Request your free audit — answer within 24 hours.
Official sources#
- 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

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.
A guide written by a regulated French firm
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Samuel Hayot is a French chartered accountant and statutory auditor registered with the Paris professional bodies.
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The firm is based in Paris 8 and operates with a delivery model designed for businesses located across France.
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