Limited Liability Company

General Information

The SARL was initially designed after the model of the German GmbH. Nowadays the SARL resembles to a high degree small, closely-held American corporations. It is the most popular corporate form in France.

Incorporation

Formation by at least one person - individual or legal, nationality irrelevant. Establishment by way of transformation also possible. Membership may not exceed 100.
Incorporation requires inter alia notarial deed of articles of association and registration with the tax authorities. Furthermore the founders have to file a request for entry into the companies' registry (register du commerce et des sociétés), which is followed by the announcement in a legal journal.
Registration: Application must be submitted at a filing office for the companies' registry; the registry is held at the Commercial Court competent for company's corporate seat.
The company comes into legal existence immediately upon registration.

Duration of incorporation approximately 1 - 2 weeks; in urgent cases approximately three days.

Incorporation costs of approximately € 500 (€ 380 - 430 for publication, € 40 for filing, € 60 registration fees).

Capitalisation and Financing

There is no statutory minimum share capital; share capital must be stated in articles of association. Shares can be paid in cash or kind. If paid in kinds, value-statement by court-appointed auditor must be obtained.

Board Structure

A SARL is managed by one or more managers (gérants) named by shareholders. Legal entities cannot be managers of an SARL. Each manager has unlimited power to represent the company vis-à-vis third parties and cannot be instructed by the shareholders.

Shareholders' decisions are made by way of shareholders' resolutions at annual or extraordinary general meeting. Annual meetings must be held within six months of the end of fiscal year.

An SARL has to appoint one ore more auditors if two of the following thresholds are overtaken: balance sheet of € 1,550,000, turnover of € 3,100,000, 50 employees.

Annual Costs

About € 40 (annual filing costs).

Corporate Taxation and Financial Reporting

French corporations and foreign corporations, which have a permanent establishment in France, engage in complete commercial cycle or have an agent in France with the power to bind the company, are subject to corporate income tax.
Tax rate of 33.83 % on profits up to € 2,289 million and 34.93 % on profits in excess of € 2,289 million.
Annual accounts must be drawn up at the end of the financial year. Accounts must consist of balance sheet, profit and loss statement and annex. Accounting must be done in accordance with French GAAP.

Employee Participation in Corporate Bodies

Generally none.