Two brothers taking over the family workshop, three partners launching an agency, a team preparing for an investor to join: when it comes to drafting the articles of association, they all hesitate between the same two forms. Choosing the status between SAS and SARL means deciding, for years, who runs the company, how its managers are paid and on what terms a partner can leave.
The two companies are alike on the essentials, but their logic is opposite: the SARL follows a framework set by law, the SAS a framework set by the partners themselves. This comparison draws on the sheets of Bpifrance Création and the French administration to go through each criterion, before suggesting a choice by project profile.
Key points at a glance:
- SAS or SARL, the partners’ liability stays limited to their contributions and the company pays corporate tax, with a temporary option for income tax.
- The SARL brings together 2 to 100 partners and follows voting rules set by law; the SAS lets its articles organise management and decisions.
- The majority manager (gérant) of an SARL is self-employed; the president of an SAS is treated as an employee.
- A transfer of SAS shares bears a 0.1% duty in principle, a transfer of SARL parts 3% after an allowance.
- The dividends of the majority manager of an SARL subject to corporate tax bear social contributions on the part above 10% of the capital; those of the SAS president bear none.
What the SARL and the SAS have in common
The SARL and the SAS are two commercial companies with legal personality. In both, partners answer for debts only up to their contributions. For the SARL, Bpifrance Création cites exceptions, such as a personal guarantee given by a partner to the bank. The manager, for their part, can be held liable beyond the contributions for mismanagement. Contributions can be made in cash, in kind or in industry; the latter do not count in the capital but give rights in the company.
The setup steps are the same: articles, deposit of funds, notice of incorporation, beneficial owners declaration and registration through the one-stop shop. On tax, both forms fall under corporate tax by default, and a company less than 5 years old can, under conditions, temporarily opt for income tax. The real differences lie elsewhere: number of partners, the manager’s status, decision rules and transfer of shares.
In an SARL, limited liability also assumes that the share capital is consistent with the project and that contributions in kind are valued fairly: an overvalued contribution can commit the partners’ own assets. Finally, the formalities of incorporation involve fees in both cases, and the cost of publishing the incorporation notice depends on the type of company.
SARL vs SAS comparison table
The comparison of the SARL and the SAS fits in one table, criterion by criterion:
| Criterion | SARL | SAS |
|---|---|---|
| Partners | 2 to 100 (EURL if only one) | At least 2 (SASU if only one) |
| Minimum capital | None | Free (€1 according to Service Public) |
| Cash contributions paid at setup | 20%, balance within 5 years | 50%, balance within 5 years |
| Manager | One or more managers, natural persons | A president, natural or legal person |
| Manager’s social status | Self-employed if majority management, assimilé salarié otherwise | Assimilé salarié |
| Decisions | Majorities set by law | Rules set by the articles |
| Manager’s dividends | Contributions above 10% for the majority manager | No social contributions |
| Duty on transfer | 3% after allowance | 0.1% |
This comparison between SARL and SAS brings out three decisive gaps. First difference, the SARL and the SAS do not give the manager the same social status. Next comes the freedom given to partners to organise the company, then the cost and rules of transferring shares.
Partners and capital
An SARL has at least 2 and at most 100 partners; above that, it has one year to regularise, failing which it is dissolved. An SAS brings together at least 2 partners. With a single partner, the SARL becomes an EURL, and the SAS a SASU. For an SAS and an SARL, partners can be natural or legal persons; in an SARL, an unemancipated minor can also, under conditions, join the capital, without being able to run the company.
The capital is set freely in both forms: no legal minimum applies to the SARL, and Bpifrance Création states that the law sets none for the SAS either, although Service Public mentions a minimum of €1. At setup, the SARL must pay in at least 20% of the cash contributions, the SAS at least half, the rest within 5 years of registration in both cases. The capital can also be variable, which makes it easier for partners to join or leave without amending the articles at each movement.
SARL manager or SAS president
Management of an SARL lies with one or more natural persons (gérants), chosen from among the partners or from outside. The SAS must have a president, who can be a natural person or a company, supported where needed by managing directors. But the difference between SARL and SAS that weighs most on pay lies in the manager’s social status.
An SARL manager is a majority manager if, with their spouse, civil partner and minor children, they hold more than 50% of the capital; co-managers are so if together they hold more than half of the parts. Above that threshold, the manager has the status of travailleur non salarié (TNS) and comes under the Sécurité sociale des indépendants. The minority or equal manager falls, like the SAS president, under the assimilé salarié scheme. None of these managers is covered by unemployment insurance for their mandate.
Worth remembering: in an SARL, the manager’s share of capital decides their social status; in an SAS, the president is always treated as an employee. This choice changes the cost of each euro of pay and the protection that comes with it.
Combining the role with an employment contract also follows precise rules. A minority SARL manager can sign a contract for distinct technical duties, if there is a relationship of subordination with the company; the equal manager cannot. The SAS president can combine the mandate with such a contract under the same conditions, and only that contract then opens social protection against unemployment.
Decisions and freedom of the articles
In an SARL, the law frames the life of the company. Partners meet at least once a year in an ordinary general meeting, where approval of the accounts and day-to-day decisions are taken by simple majority. Amendments to the articles go through an extraordinary general meeting: a quorum of a quarter of the parts at the first notice, a fifth at the second, and a two-thirds majority of votes. The articles can require more, without going as far as unanimity, which is reserved for example for changing the company’s nationality.
In an SAS, the articles set the form of decisions, the quorum and the majorities, even a veto right. Some decisions always stay collective, such as approving the accounts or capital operations, and the Cour de cassation ruled on 15 November 2024 that the articles cannot hand these decisions to a minority of partners: they require at least a majority of the votes cast. This freedom allows tailor-made operation, provided the articles are written with rigour.
Tax and dividends
On tax, the difference between SAS and SARL remains slight for the company itself. Both pay corporate tax at the standard 25% rate, with a reduced 15% rate up to €42,500 of profit for companies that meet the conditions. Both can opt for income tax when they are less than 5 years old and meet the set criteria. The SARL also has a regime of its own for family SARLs, formed between relatives in the direct line, brothers and sisters, spouses or civil partners.
The gap shows on dividends. Those received by a partner who is a natural person bear the 31.4% flat tax in 2026, or the progressive scale on option. For the majority manager of an SARL under corporate tax, the part above 10% of the capital, share premiums and sums left in the current account also joins the base of their social contributions. The SAS president pays no contributions on dividends.
Transfer of SARL parts and SAS shares
In an SARL, transferring parts to an outsider requires the consent of a majority of partners holding at least half of the parts, unless the articles set a stronger majority. Between partners, spouses, ascendants and descendants, transfers are free, unless the articles provide for approval. Registration duties come to 3% of the price, after an allowance equal to €23,000 scaled to the share of the parts sold in the capital.
In an SAS, the law provides no approval procedure of its own: the articles set the conditions for joining and leaving, with approval, pre-emption or inalienability clauses. A transfer of shares bears a 0.1% duty in principle. This lower cost and this freedom of transfer are the main strengths of the SAS on this point.
An example published by the administration shows the SARL calculation: for 50 parts sold out of 400, at a price of €50,000, the allowance comes to €2,875 and the registration duties to €1,414. In an SAS, a well-drafted approval clause lets the partners keep control over the arrival of a new shareholder, for instance during a fundraising round.
SARL or SAS: which status for your project
In the SAS vs SARL contest, neither form wins everywhere; it all depends on the project. A few typical situations help decide:
Comparing SARL vs SAS on these criteria does not replace personal advice: a chartered accountant will calculate contributions for the planned level of pay, and a lawyer will secure the articles and the shareholders’ agreement.
In short: the SARL offers a reassuring legal framework and the self-employed scheme for a majority manager. The SAS appeals to projects open to investors and to partners who want to write their own rules.
A business account for your SARL or SAS
Whether it takes the form of an SARL or an SAS, the registered company opens its Vivid online business account remotely, on the General Business plans. Allow 10 minutes to 1 hour in most cases, with no opening fee, and each director verifies their identity from the e-mail they receive. For a company with several partners, the account brings in particular:
Team members can be added without limit, and the business account grows with the company, from the small-business plans up to the Enterprise plans.
Vivid at a glance: SARL or SAS, the company opens its business account online, usually in under an hour, with unlimited French IBANs, cards for each member and free outgoing SEPA instant transfers.
SARL or SAS, a business account ready from registration
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Frequently asked questions
Which is better, an SARL or an SAS?
Neither form wins in every case. The SARL suits family or stable projects that want a precise legal framework; the SAS suits projects that will welcome investors or want to organise power freely.
Which status costs the manager the least in charges?
According to Bpifrance Création, which compares the EURL and the SASU, contributions are generally higher for the SASU president, treated as an employee; the majority manager of an SARL, like the sole-partner manager of an EURL, is self-employed. On the other hand, their dividends above 10% of the capital bear contributions, which is not the case in an SAS.
How many partners for an SARL or an SAS?
The SARL brings together 2 to 100 partners; the SAS has at least 2. With a single partner, it is called an EURL or a SASU, which follow the rules of their original form, with some adjustments for the sole partner.
What minimum capital should be planned?
No legal minimum for the SARL; for the SAS, the capital is free, with a minimum of €1 according to Service Public. At setup, the SARL pays in at least 20% of the cash contributions and the SAS at least half, the balance within 5 years.
Can an SARL be converted into an SAS?
Yes. The decision to convert an SARL into an SAS is taken unanimously by the partners in an extraordinary general meeting, after a report by a conversion auditor (commissaire à la transformation). The articles are then adapted to the new form, and the change is published and declared.
Is the manager or the president entitled to unemployment benefits?
Neither the SARL manager nor the SAS president is covered by unemployment insurance for their mandate. Only a genuine salaried job, with technical duties separate from the mandate and under a relationship of subordination, can create rights, and only for that job.
Can you be an employee of your own SARL?
An SARL partner can combine being a partner with an employment contract if they are not a majority partner, if there is a genuine relationship of subordination and if they do actual, paid work. The equal manager, for their part, cannot have an employment contract separate from the mandate.
This article is provided for general information only and does not constitute legal, tax or social security advice. The rules on the SARL and the SAS are presented as published by Bpifrance Création and the French administration; the choice of a company form and the drafting of the articles are worth confirming with a lawyer or a chartered accountant. 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).
