How to Set up an EURL or a SARL

Creating a small to medium operating entity: understand the different company structures available...

 With an EURL, the business is wholly owned by a single individual and managed as a limited liability single shareholder corporation. The gérant or managing director/company secretary - has sole legal responsibility for running of the company. It's not essential that this person be the business owner. It may be a person operating on a non-salaried basis as gérant non rémunéréé.

In the case of a SARL, the business must have a minimum of two and maximum of 100 partners.

In both the EURL and SARL the company can be established with any amount of capital from €1. The owner or owners' liability is limited to the amount of their capital investment.

  • Bpi France have more information on EURL (in French)
  • Bpi France have more information on SARL (in French)

Setup process

First identify if the activities of the intended company are regulated and if so, verify the qualifications and requirements for a licence and liability insurance.

For a full list of regulated professions and the process required to register: Visit Bpi France and select the profession from the alphabet tabs (in French)

At this point visit the appropriate local CFE office and request the application forms and instructions on required documents.

Write and adopt the statuts

The choice of statuts (articles of incorporation) can have legal and tax implications. Advice can be sought from an accountant or notaire. At this point a managing director (gérant) should be named.

Four dated and signed copies of the statutes must be lodged with the Impôts des Entreprises (SIE) within one month of the date of signatures. This can be done through the CFE.

 

Establish a business address (domicile). This may be:

  • the business manager's home address if they are a home owner
  • a leased residential address (if agreed by the landlord)
  • a rented "address" from a business which provides this service (société de domiciliation or a pépinière d'entreprise)

A certificate of domicile will be required.

Publish a notice of company formation in an appropriate publication (legal gazette).

  • Bpi France have an example of the text (in French)

Submitting the application to the CFE

The CFE can provide the full list of documents required, appropriate to the activities of the company being formed. However it will include the following:

  • Two copies of the statutes
  • A copy of the gazette or the letter submitting details to the gazette
  • Certificate of domicile of the company
  • Named manager's proof of identity

Once submitted, the business is officially open. The CFE issues a receipt (récépissé de dépôt de dossier de création d'entreprise) stating that the business is awaiting registration (en attente d'immatriculation). In some cases a unique INSEE number may be issued.

Preparations for trading may begin with applications for installation of electricity, telephone and opening a company bank account. Also registration with the pensions organisation, company insurance and employee social security.

Note that the complex nature of the statutes and the legal and fiscal implications means that the help and advice of an accountant or lawyer is highly recommended. There are several organisations which specialise in setting up EURLs and SARLs in France.

Tax and accounting

This is complex and the advice of a professional corporate accountant or tax lawyer is advised both before the set up process and during the running of the company.

The company must submit books annually.

The profits of a SARL will be assessed for income tax through the system of corporate taxation. There is also the facility for a "family business" (SARL de famille), where owners can elect to be taxed through personal income tax.