Simplified joint stock company (SAS): what you need to know
Verified 06 February 2026 - Entreprendre Service Public / (Prime Minister)
SAS is the commercial form of society most common in France. It offers a high flexibility which makes it a popular choice among entrepreneurs.
Simplified share business (SAS) is a commercial business that can exercise any type of activity, with the exception of certain regulated sectors (tobacco supply, insurance, regulated liberal professions).
His associates, at minimum number of 2may be natural persons (individuals) or legal persons (businesses, associations). The structure may comprise only one partner, in this case it is a SASU.
SAS is characterized by its great flexibility insofar as its members are free to determine, in the articles of association, the methods of its operation (decision-making, management bodies...) and to regulate the transfer of its shares (approval clause, inalienability clause, etc.).
Nevertheless, the great freedom offered to SAS associates makes the drafting of statutes complex. It is recommended to entrust the drafting of these statutes to a specialized lawyer.
Please note
You are considering build an SAS ? We explain how build a business step by step.
The amount of the share capital is determined freely by associates (€1 minimum). The share capital may consist of contributions in cash (money) and/or nature (of goods: equipment, vehicles, buildings, goodwill, patents...).)
It is also possible to carry out inputs to industry (know-how, specific work) or current account of partner, which are not part of the composition of the capital.
FYI
Partners are not financially responsible only to the extent of their contribution. Thus, the creditors of SAS may not sue associates over their personal assets.
From the moment of creation, at least half of the cash contribution must be released, i.e. paid into an account available to the business. The other half must be released within 5 years which follow the registration.
The assessment of contributions in kind by a reporting commissioner is mandatory in principle. Nevertheless, the partners may decide unanimously not to appoint a contribution commissioner when the 2 conditions the following are combined:
- None of the contributions in kind has a value greater than €30,000,
- And the total value of contributions in kind does not represent more than half of the share capital.
Please note
Unlike the public limited company (SA), SAS cannot be listed on the stock exchange.
Governing bodies
All SAS must have a president which represents business to third parties. It is liable civilly (especially in case of mismanagement) and criminally.
The powers of the president are determined by the partners in the articles of association. Thus, it can accumulate the power to administer and manage the business.
The partners are free to set up other management bodies:
- Director-General : one or more Directors-General may be appointed. It is possible to give a Director-General full management authority and to let the President represent business in third parties (which cannot be taken away from him).
- Steering and Control Committees : an oversight committee responsible for overseeing the management of the president, or a steering committee that will have the authority to manage the business internally.
Decision-making
The law sets a minimum legal framework with regard to the decision-making within SAS.
It is the partners who determine, during the drafting of statutes, the way in which decisions will be taken within the business, whether it be the method of decision (written consultation, assembly, act), the rules of procedure quorum, majority rules, etc.
Certain decisions may be made by the leader alone (e.g. transfer of registered office) while others must be taken collectively by the partners (e.g. capital increase, modification of the corporate object...).
As such, despite the freedom granted by law in the drafting of statutes, any collective decision requires at least a majority of the votes cast (at least 50% + 1 vote) to be adopted. The statutes may not provide for a threshold of approval lower than a majority of votes which could lead to contradictory decisions.
Please note
In the case of a SASU, it is the sole partner who takes all decisions for which a meeting is mandatory. It may not delegate the taking of such decisions to a third party.
Taxation of profits
SAS is subject to thebusiness tax (IS). As such, it carries out each year a income statement no. 2065, within 3 months of the end of the financial year. However, if the financial year is ended on 31 December or if no financial year is closed in a year, the declaration shall be made at the latest on 2e working day next to 1er May.
The amount of business tax (IS) is calculated on the basis of the income for the last financial year. The tax rate is 25% on all of this tax result.
Please note
One reduced rate €42,500applicable to small and medium-sized companies with a duty-free turnover not exceeding €10 000 000 and whose capital is fully paid up and held for at least 75% by natural persons. This rate applies to the share of profits up to €42,500. Beyond that, the tax rate is 25%.
A business can opt for the income tax (IR) system where it fulfills all of the following conditions:
- It is primarily engaged in a commercial, craft, agricultural or professional activity
- It is not publicly traded
- It employs less than 50 employees
- She realizes a annual turnover or have a total balance less than €10 000 000
- It must have been created since under 5 years old at the time of the option request
- The voting rights must be held at at least 50% by one or more natural persons
- The voting rights must be held at at least 34% by one or more of the following persons: Chairman, Chief Executive Officer, Chairman of the Supervisory Board, member of the Management Board or manager and the members of their tax household.
This option is valid for 5 accounting years and cannot be renewed. This option entails taxation of the income directly at the level of the shareholders, depending on the shareholding of each of them in the capital of the business.
Taxation of the manager
The remuneration that the Chairman receives in respect of his corporate office is imposed on theincome tax (IR) in the category of salaries and wages.
An abatement of 10% or a deduction of the amount of the actual expenses (accommodation, meals, travel,...) of the executive officer) is made before the application of the tax.
Taxation of partners
The partners perceive dividends which fall into the category of income from movable capital.
The dividends shall be imposed ex officio on Single flat-rate levy (PFU) from 31.4% of which 12.8% of income tax and 18.6% social levies. Partners may opt for taxation at Income tax scale (0 à 45%).
From a social perspective, the president of SAS is employee-equivalent and enjoy social protection under the general social security system.
The social contributions linked to the manager and paid by the company are the same as those of an executive employee, except unemployment insurance. However, they may, if they so wish, also take out supplementary unemployment insurance.
He is covered by sickness and maternity insurance, family allowances, accident at work insurance, basic pension insurance, supplementary pension insurance and provident insurance.
Please note
Since the manager is not entitled to unemployment insurance, he does not have to pay the unemployment insurance contribution.
In SAS, the dividends are not considered as remuneration, but as income from movable capital. Dividends are therefore not not subject to social security contributions. Thus, an associate executive paid exclusively in dividends does not contribute and does not no social protection.
Disposal of free shares
In principle, the disposal of shares in SAS is free, the law does not provide for any accreditation procedure.
However, the statutes of the business may include specific clauses to restrict the possibility of disposals:
- Approval clause : it makes it possible to subject the disposals of shares to the agreement of the partners, unanimously or by a majority of them. The approval clause may cover any type of assignment shares, whether to the spouse, a descendant or ascendant, a partner, a third party.
- Pre-emption clause : it offers the target partner a right of priority to buy back shares that another partner plans to sell. Thus, the transferring partner is obliged to offer its shares to the beneficiary partner before any transfer.
- Inalienable clause : it prevents the sale of shares for a period of 10 years maximum. Once the deadline has elapsed, the shares are no longer immobilized and can be freely sold.
Declaration of the transfer
Assignment evidenced by a deed
Assignments of social rights established by an act shall be subject to the formality of registration within the 1 month from the date of the act.
The deed of assignment must be deposited on site or by mail, in 2 copies and accompanied by the payment of the fees (by check or transfer) to the department in charge of the registration of the domicile of one of the parties or the residence of the notary if the assignment is carried out by notarial deed.
Assignment not recognized by deed
Assignments of social rights which are not not established by an act must be declared within 1 month from the date of transfer:
- either through the online service available on impots.gouv.fr in your professional area, under Procedures > Assignments of social rights
Espace professionnel impots.gouv.fr
- or by means of Form No. 2759, to be filed at Land Advertising and Registration Service (SPFE) on which one of the parties depends.
Assignment of social or individual business rights not established by an act
Payment of registration fee
The transfer of shares shall give rise to payment of a registration fee. The amount of this tax is 0.1% of the sale price.
The rate goes to 5% for predominantly real estate businesses, that is to say, businesses in which more than half of the assets are made up of immovable property not used for its professional operation.
Please note
The amount collected by the tax administration may not be less than €25.
SAS | |||
|---|---|---|---|
Number of associates | 2 minimum | 2 minimum (or 7 if listed) | 2 to 100 |
Leader | President and Directors General | Chairman + Board of Directors or Executive Board | Manager(s) |
Share capital | Free | €37,000 minimum | Free |
Allowable Inputs | Currency, nature and industry | Currency and nature only | Currency, nature and industry |
Release of cash contributions | At least 1/2 from inception | At least 1/2 from inception | At least 1/5 from inception |
Taxation of profits | (IS). Possible option for IR | (IS). Possible option for IR | (IS). Possible option for IR |
Executive's social plan | Assimilated employee | Assimilated employee | TNS if majority management, assimilated employee in other cases |
Social Titles | Actions | Actions | Shares |
Eligible for trading on a regulated market | No | Yes | No |
Transmission of securities | Free (approval clause possible) | Free (approval clause possible) | Approval of partners |
Registration fees | 0.1% of the sale price | 0.1% of the sale price | 3% of the sale price after a reduction of €23,000 |
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SAS scheme (legislative part)
SAS scheme (regulatory part)