Four letters come up in almost every project started with partners in France: SARL. The société à responsabilité limitée, a limited liability company, is closely governed by the Commercial Code, which is as reassuring as it is demanding. Before signing articles of association, it pays to know what this legal form covers, who runs it, how partners decide and how profits are taxed.
This guide sets out the definition of the SARL and its operating rules as published by Service Public, in its page checked in February 2026, and by Bpifrance Création. It also covers the family SARL, the setup steps and the company’s business account.
Key points at a glance:
- The SARL is a commercial company with 2 to 100 partners, natural or legal persons, whose liability is in principle limited to their contributions.
- No minimum capital is required; at setup, at least 20% of cash contributions are paid in, the rest within five years.
- One or more managers (gérants), always natural persons, run the company, and their social security scheme depends on their share of the capital.
- The law sets the majorities at meetings: the SARL’s operation is strictly framed.
- The SARL pays corporate tax, unless it opts for income tax for five years or, with no time limit, as a family SARL.
Definition of the SARL
Under French law, the definition of an SARL comes down to a few features. It is a commercial company with at least 2 partners and at most 100. These partners can be natural persons, adults or minors, or legal persons, such as another company or an association. With a single partner, the same form is called an EURL. If the number of partners goes above 100, the company has one year to put its situation right, by reducing the number of partners or converting into another form of company, failing which it is dissolved. Among the legal structures open to a business created with partners, the SARL is one of the forms whose operation is largely set by law, whereas the SAS and its single-partner version, the SASU, leave more room to the articles.
The SARL can carry on almost any activity: trade, crafts, industry or a non-regulated liberal profession. A few activities remain closed to it, such as tobacconists, insurance or most regulated liberal professions. Its company name must be immediately preceded or followed by the words “société à responsabilité limitée” or the initials “SARL”, together with the amount of share capital, in all official documents, such as the articles, invoices, quotes, letters or website.
| Item | Rule applicable to the SARL |
|---|---|
| Number of partners | 2 to 100, natural or legal persons |
| Share capital | Amount set freely in the articles |
| Cash contributions | At least 20% paid at setup, balance within 5 years |
| Management | One or more managers, natural persons |
| Ordinary decisions | Simple majority, i.e. 50% of votes plus one according to Bpifrance Création |
| Amending the articles | Two-thirds majority with a quorum, for SARLs created after 4 August 2005 |
| Tax on profits | Corporate tax, income tax option possible under conditions |
| Transfer of parts to a third party | Partners’ consent required, 3% duty after an allowance |
Share capital, contributions and parts
The law sets no minimum capital for an SARL: partners freely set the amount in the articles, according to the size of the project and its needs. Bpifrance Création points out, however, that an SARL cannot exist without share capital. Cash contributions must be at least 20% paid up at setup, with the balance within five years of registration. Contributions in industry, meaning know-how or work, are allowed but do not count towards the capital.
Contributions in kind, such as property, a vehicle or equipment, are in principle valued by a contributions auditor (commissaire aux apports). Partners can unanimously decide to do without one if no contribution in kind exceeds €30,000 and their total does not exceed half of the capital. In return for their contribution, each partner receives parts (parts sociales) that give a vote at meetings and a share of distributed profits. Partners’ liability remains in principle limited to their contributions, which shields their personal assets from the company’s creditors, with exceptions: a personal guarantee, capital judged inadequate by a court, an overvalued contribution in kind or articles that specify neither the allocation of parts, nor how they are paid up, nor the deposit of funds.
The SARL manager: appointment, powers, status
Every SARL is run by one or more managers (gérants), who must be natural persons, chosen from among the partners or from outside. The manager is appointed in the articles or by a decision taken at an ordinary general meeting. They carry out management acts: signing contracts, hiring, taking legal action on the company’s behalf. Their decisions must serve the company’s interest. Bpifrance Création sets out their civil liability, for breaching the articles, a statutory provision applicable to the SARL, tax or social obligations or for mismanagement, and their criminal liability, for example for misuse of company assets.
The social security status of an SARL manager depends on their share of the capital, counting that of their spouse, civil partner and minor children. As a majority manager, they are self-employed and affiliated to the social security scheme for the self-employed; in an SARL subject to corporate tax, the part of the dividends received by the manager, their spouse, civil partner or minor children above 10% of the share capital, share premiums and current account sums bears social contributions. As a minority or equal manager, they come under the assimilé salarié scheme and enjoy protection close to that of an employee.
Worth remembering: the SARL manager is always a natural person appointed by the partners. More than half of the parts, close family included, makes them self-employed; with half or less, they are treated as an employee.
Meetings and partners’ rights
Partners meet at least once a year at an ordinary general meeting to approve the accounts. According to Bpifrance Création, these ordinary decisions are taken by simple majority, i.e. 50% of votes plus one, which gives a blocking minority of 50%. If the articles allow it, partners can take part remotely by videoconference, except when deliberating on the inventory, the annual accounts or the management report. Any amendment to the articles falls to the extraordinary general meeting, which decides by a two-thirds majority, for SARLs created after 4 August 2005, once a quarter of the parts is present, then a fifth on second notice. Moving the registered office follows its own rule: it is decided by one or more partners holding more than half of the parts, and within France the manager can also decide it if the partners then approve the decision. For the extraordinary meeting, the articles can set a higher majority, but cannot require unanimity.
Each partner has specific rights. Before each meeting, they receive the management report, the annual accounts and the text of the resolutions. They can consult at any time, at the registered office, the balance sheets, income statements, notes and minutes for the last three financial years. A partner who is not a manager can also, twice per financial year, ask written questions about any fact likely to jeopardise the continuity of the business, and request a management expert review.
SARL tax: corporate tax or income tax
By default, the SARL pays corporate tax. The reduced rate of 15% applies up to €42,500 of profit for companies that meet the conditions, and the standard rate of 25% above that. The manager’s pay is deductible from taxable profit, under conditions. Dividends paid to partners bear the 31.4% flat tax in 2026, made up of 12.8% income tax and 18.6% social levies, unless the progressive scale is chosen.
An SARL less than five years old can opt for income tax if it meets several conditions together: a main activity that is commercial, craft, agricultural or liberal, unlisted shares, fewer than 50 employees, annual turnover or balance sheet total below €10 million. Natural persons must also hold at least 50% of the voting rights, and the managers with their tax households at least 34%. The option lasts for five financial years and cannot be renewed; each partner is then taxed on their share of the profits. On the accounting side, each year the manager draws up the balance sheet, income statement and notes, which the partners approve within six months of the year end before they are filed with the registry.
The family SARL
The family SARL (SARL de famille) is a tax option that places the company under the partnership tax regime. Partners are taxed directly on the profits, each in proportion to the parts they hold, and this regime applies with no time limit, unlike the option open to young SARLs. The decision must be taken by all the partners.
This family company is reserved for companies formed solely between members of the same family: relatives in direct line, such as children, parents and grandparents, brothers and sisters, spouses and civil partners. Service Public specifies that it cannot be chosen for a civil or liberal activity.
Setting up an SARL in 5 steps
Service Public describes eleven steps for creating a company, from defining the project to registration. Once the registered office is chosen and the partners agree, setting up an SARL comes down to five formalities:
The articles set the company’s operating rules, including its registered office, the amount of capital and the allocation of parts. The manager or managers can be appointed in them or by a separate deed.
Depositing the capital is mandatory for an SARL. In return, a certificate confirming the deposit is issued; it goes into the registration file.
The incorporation notice appears in a legal notices journal or an authorised online press service, which issues a certificate of publication.
The registration file goes through the business formalities one-stop shop: €33.83 for registration and €19.33 for the beneficial ownership declaration, on top of the legal notice.
After registration, the company is given a Siren number, a Siret number for its establishment and an APE activity code. It can then open its business account.
Advantages and limits of the SARL
Beyond what the SARL acronym stands for, its strengths and constraints are what guide the choice. Bpifrance Création sums them up as follows:
Service Public adds that the SARL suits family projects. The other side of this framework shows when a partner wants to sell to an outsider: they need the consent of the majority of partners holding at least half of the parts, unless the articles are stricter. Conversely, a transfer to another partner, their spouse, an ascendant or a descendant is free, unless the articles provide an approval procedure (agrément) for it too.
In short: the SARL offers a precise legal framework, limited liability and two routes to income tax. In return, it demands more formality than a form whose partners write their own rules.
A business account for the SARL
Once registered, the SARL can open its online business account with Vivid, an electronic money institution, on the General Business plans. The application goes through several steps suited to a company with several partners:
Vivid does not offer an account for a company in formation in France: the business account is opened in the name of the SARL once it is registered, and opening it is free.
Vivid at a glance: an online business account for the registered SARL, with an identity check for each manager and adjustable Visa debit cards for each partner. Free Start charges no monthly subscription.
The SARL’s business account, online
Is your SARL registered? Open its Vivid business account online, with a French IBAN and cards for the partners, on a plan with no monthly fee.
Frequently asked questions
What does SARL stand for?
SARL stands for société à responsabilité limitée, a limited liability company. It is a commercial company with 2 to 100 partners, in which each one is in principle liable for debts only up to their contributions. Its single-partner version is called an EURL.
How does an SARL differ from an EURL?
The EURL is a single-member SARL: it follows the SARL rules, with a few adjustments due to having only one partner. The SARL brings together at least two partners and organises their decisions in meetings.
Which fees should you plan for to register an SARL?
The mandatory costs include €33.83 for registration on the business formalities one-stop shop, €19.33 for the beneficial ownership declaration and the price of the legal notice, which depends on the type of company.
Who can be the manager of an SARL?
One or more natural persons, partners or not. A legal person cannot be a manager, and an unemancipated minor partner cannot hold any management position.
Can a partner be an employee of the SARL?
Yes, on three conditions according to Bpifrance Création: not being a majority partner, working under a genuine relationship of subordination and doing actual work paid accordingly.
What happens above 100 partners?
The SARL has one year to put its situation right: reduce the number of partners or convert into another form of company. Without regularisation within that period, it is dissolved.
Can a minor be a partner in an SARL?
Yes. Under certain conditions, an unemancipated minor can subscribe to parts, but cannot run the company.
This article is provided for general information only and does not constitute legal, tax or social security advice. The SARL rules are presented as published by Service Public and Bpifrance Création; drafting the articles and choosing a tax option are worth entrusting to a chartered accountant or a lawyer. Payment services are provided by Vivid Money S.A., an electronic money institution authorised by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg, whose French branch is supervised by the Autorité de contrôle prudentiel et de résolution (ACPR).
