Every French company operates under a specific legal structure that outlines its management, applicable rules, taxation, and social security status for managers. For many structures, drafting articles of association—known as 'statuts' in French—is a legal requirement. This comprehensive guide, informed by years of expertise in French business law, covers everything you need to know about these vital documents and how to prepare them correctly.
The articles of association define a company's legal form, which determines its taxation and commercial operations. They detail the entrepreneur's role, salary, social security status, powers, the company's activities, unique features, and limitations. Depending on the chosen structure, drafting and registration become essential steps.
Drafting is not mandatory for:
The following legal forms require written articles of association.
The SARL is one of France's most popular structures for small, medium, or family businesses. It accommodates 2 to 100 partners; with just one, it becomes an EURL. No minimum capital is required.
The SA suits large-scale ventures. It needs at least 2 shareholders if unlisted (7 if listed) and €37,000 minimum capital. Its complex operations—president, general manager, and board of directors—must be detailed in the articles.
Alongside the SARL, the SAS is widely used, especially for dividend-focused projects or investor entry. It requires at least 2 partners (SASU for one). Managers have employee status, offering flexibility but requiring detailed operational rules in the articles.
In an SNC, partners' liability is unlimited and joint/several, extending to personal assets. At least 2 partners are needed, with no minimum capital.
A SCOP can take SA, SARL, or SAS form for commercial, industrial, craft, service, or regulated liberal professions. Democratic governance requires employee-shareholders to hold 51% of capital and majority voting rights.
These feature managing partners (unlimited liability) and limited partners (liability capped at contributions). No minimum capital for SCS; €37,000 for SCA. Suitable for merchants, artisans, industrialists, and some liberal professions (excluding legal, forensic, and most health roles except pharmacists).
Mandatory elements cover the company's nature and operations:
Additional details may include director appointments, decision-making rules, powers of managers/partners, share distribution, and fiscal year dates, varying by legal form.
Required for: EURL, SARL, SA, SAS, SNC, SCOP, SCA, and SCS.
Free templates are available on service-public.fr and infogreffe.fr. For real estate contributions, a notarial deed is needed. Partners, lawyers, or accountants can prepare them.
Drafting is the first step in company creation—signed articles establish the entity's existence. Register them with the Trade and Companies Register (RCS), followed by legal announcement publication.
