Three friends launch a clothing brand, two engineers team up with an investor, a family SME prepares the arrival of a new manager. In all these cases, the question is the same: how should power be shared, and how should partners join or leave? The SAS company was designed for this kind of project, with rules the shareholders set themselves.
Together with the SARL, it is one of the most used company forms in France. This guide sets out how it works point by point, based on Bpifrance Création and the French administration: capital, management, collective decisions, tax, transfer of shares, then the steps to create one.
Key points at a glance:
- Definition of the SAS: a commercial joint-stock company with at least two shareholders; with only one, it is a SASU.
- No large capital is required: €1 is enough, but half or more of the money contributed must be paid in from the start.
- Appointing a president is compulsory; the articles organise the rest, but some decisions always stay collective.
- The SAS pays corporate tax, with a temporary option for income tax, and its president falls under the general social security scheme.
Definition of an SAS
To give the definition of an SAS, start from its name: société par actions simplifiée, a simplified joint-stock company. It is a commercial company formed by at least two shareholders, natural or legal persons. The capital is divided into shares, and the shareholders’ liability stays limited to their contributions.
The SAS suits any type of activity, subject to certain exceptions: a regulated liberal profession cannot adopt it and uses a dedicated structure instead, such as the SELAS. Its great strength lies in the freedom given to shareholders, who write their own operating rules in the articles of association. In return, this flexibility calls for rigorous drafting, otherwise disagreements between shareholders become hard to settle.
The choice of this legal form often comes down to the freedom of the articles. Shareholders can hand the presidency to a legal person, appoint a managing director alongside, or build tailor-made voting rules. A holding company can thus hold shares next to founders who are natural persons, each enjoying liability limited to their contributions.
Share capital and contributions
Shareholders set the amount of share capital freely, with a minimum of €1. In practice, this amount should cover the cash needs of the start and reassure creditors. Three types of contribution exist: cash, in kind and in industry. Only the first two make up the capital; a contribution in industry, know-how or work, gives the right to shares that open a share of profits as set by the articles.
At least half of the cash contributions must be paid in at setup, the rest within 5 years of registration, and the funds are deposited before registration. Shareholders can decide unanimously to do without a contributions auditor (commissaire aux apports) if no contribution in kind exceeds €30,000 and if their total is no more than half of the capital. An SAS can also adopt variable capital, which changes with payments and the departure of shareholders.
Contributions in kind, whether equipment, a business or a trademark, enter the capital at the value given to them. Their valuation deserves all the more attention as several shareholders then share the capital on that basis.
President, managers and bodies
Every business set up as an SAS must have a president, in charge of representing it towards third parties. It can be a natural person or a company, a shareholder or someone outside the capital. The president has the widest powers to act on behalf of the company, within the limits of the corporate purpose. The articles can restrict these powers, but such limits cannot be relied on against third parties. The president can be held liable under civil and criminal law, for instance for mismanagement or breach of the articles.
The articles can complete the management with one or more managing directors or deputy managing directors, who exercise part of the president’s powers and also represent the company. Shareholders can also set up a supervisory committee, which oversees management, or a management committee. When the president is a company, its own manager runs the SAS day to day, with the same responsibilities as a president acting in their own name.
Collective decisions and shareholders’ agreement
The articles freely set the voting rules: form of decisions, quorum, majority, even a veto right for one shareholder. Despite the president’s wide powers, some decisions always fall to the shareholders collectively:
This freedom has a limit: any collective decision requires at least a majority of the votes cast. It can be taken in a general meeting or by any other means set out in the articles. In a decision of 15 November 2024, the Cour de cassation struck down a clause that allowed decisions to be adopted by a minority of shareholders. Alongside the articles, a shareholders’ agreement organises relations between shareholders, sets out their rights and anticipates delicate situations.
Worth remembering: the president runs the company, but the accounts, the capital and the future of the company stay in the hands of the shareholders. A majority of the votes cast is a floor the articles cannot lower.
Tax for the SAS and its shareholders
In principle, the SAS falls under corporate tax at the standard 25% rate; an SME that meets the conditions gets a reduced 15% rate up to €42,500 of profit. An option for income tax remains possible for a company less than 5 years old, with fewer than 50 employees, whose turnover or balance sheet stays below €10 million. Voting rights must then be held at least 50% by natural persons, and at least 34% by the managers and their tax household.
This option is made with the tax office within the first 3 months of the first financial year concerned, for 5 financial years at most. The company can give it up within the first 3 months of the financial year from which the renunciation applies; it then stays under corporate tax for good, without being able to opt again. On the manager’s side, what the president receives for the mandate counts as wages and salaries, after the 10% flat deduction or actual expenses. Shareholders who receive dividends bear the 31.4% flat tax, or the progressive scale on option.
Social status of the SAS president
The president of an SAS falls under the assimilé salarié scheme, attached to the general social security scheme. They are not, however, covered by unemployment insurance for their mandate. They can combine this mandate with an employment contract for distinct technical duties; France Travail then covers them for that contract only, provided a relationship of subordination with the company can be shown. As an assimilé salarié, the president pays contributions on the pay received; if nothing is received for the mandate, no social contribution is due and, in principle, no social protection builds up through this route.
Share transfers and clauses in the articles
The law sets no approval procedure specific to the transfer of SAS shares. The articles set the conditions for shareholders joining and leaving, most often through three clauses:
| Clause | What it allows |
|---|---|
| Approval clause (agrément) | Making a transfer of shares to a third party, or even between shareholders, subject to the other shareholders’ consent |
| Pre-emption clause | Giving one or more shareholders a priority right to buy the shares put up for sale |
| Inalienability clause | Banning the transfer of shares for a period of no more than 10 years |
A transfer recorded in a deed is registered with the tax authorities within the following month; without a deed, it is declared within the same period. Registration duties are in principle 0.1% of the sale price, and 5% for companies whose assets are mainly property.
Pros and cons of the SAS
Bpifrance Création highlights several strengths of the form:
Against this, two constraints stand out: the costs and formalities of incorporation, and the need to draft the articles with great rigour. The quality of these articles shapes how well the company runs for years.
In short: the SAS offers rare freedom of organisation, ideal for shareholders who want to write their own rules. This freedom comes at the price of carefully drafted articles, which will set powers, votes and transfer conditions.
Setting up an SAS: the steps
Creating an SAS follows a path in several stages, which Bpifrance Création details in eight steps. Grouped together, they look like this:
Shareholders make their contributions and deposit the funds before registration, on the basis of draft or signed articles.
The company needs an address: premises it uses, the manager’s home or a shared business address. This address appears in the articles.
The articles organise management, votes and transfers, with a few compulsory clauses such as the form, the name and the registered office. Managers are often appointed in them.
Optional, the agreement completes the articles on sensitive points: sharing of roles, a shareholder leaving, handling a disagreement.
The notice of incorporation appears in a medium authorised to carry legal notices, which then issues a certificate of publication.
The file, with the beneficial owners declaration, goes to the INPI one-stop shop. A receipt marked “pending registration” allows some formalities to be completed while it is processed.
A few costs come on top of the starting budget: publishing the legal notice, some registration fees and, where relevant, a professional’s fees for the articles and the agreement. These formalities are common to all commercial companies.
A business account for your SAS with Vivid
A registered SAS opens its Vivid online business account without visiting a branch. Opening usually takes between 10 minutes and 1 hour and is free. Each director verifies their identity through a link received by e-mail. The application also lists the beneficial owners, meaning the people who hold more than 25% of the shares or control the company. Several features help a team of shareholders work on the same account:
Shareholders can thus follow spending and approve large payments without sharing a single login. The business account page details what each plan includes.
Vivid at a glance: an online business account for the SAS, with roles per member, unlimited French IBANs and, on Enterprise, payment approval flows. Opening usually takes between 10 minutes and 1 hour.
One business account for all shareholders
Shareholders, accountant, team: everyone gets their role on the SAS’s Vivid business account, with unlimited members and the Free Start plan at €0 per month.
Frequently asked questions
What is an SAS?
By definition, the SAS, or société par actions simplifiée, is a commercial company whose capital is divided into shares. Its shareholders set its operating rules themselves in the articles, and each risks only the amount they contributed.
How many shareholders does an SAS need?
At least two, natural or legal persons. With a single shareholder, the company takes the form of a SASU, which follows the same rules adapted to the single shareholder.
What is the minimum capital for an SAS?
The amount is free, with a floor of €1. At incorporation, at least half of the cash contributions must be released; the rest follows within the five years after registration.
Who runs an SAS?
A compulsory president, who represents the company and has the widest powers within the limits of the corporate purpose. The articles can add managing or deputy managing directors and committees.
What is the difference between an SAS and a SASU?
The SASU is an SAS with a single shareholder: it follows the same rules, adapted to one person who takes every decision. The SAS brings together at least two shareholders, who vote on collective decisions according to the articles.
Is the SAS president entitled to unemployment benefits?
Not for the mandate: they fall under the general scheme without unemployment insurance. A separate employment contract, with a relationship of subordination, can open cover for that contract only.
How do you transfer SAS shares?
By respecting the clauses in the articles, such as approval or pre-emption, then having the transfer registered within the month. Duties are in principle 0.1% of the price.
This article is provided for general information only and does not constitute legal, tax or social security advice. The rules on the SAS are presented as published by Bpifrance Création and the French administration; drafting the articles and the shareholders’ agreement is worth entrusting to 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).
