# Which company structure should you choose to raise funds from investors in 2027?

Updated : 2026-10-24 · Source : https://legalrapide.fr/en/entreprendre/societe-pour-lever-des-fonds/

To raise funds, form an **SAS**, or an **SASU** if you are starting alone: it becomes an SAS as soon as the first investor comes in. Only joint-stock companies can grant **BSPCE** (founder stock warrants) to the team, and the articles of association of an SAS can be organised freely alongside a shareholders' agreement. In an **SARL**, any transfer of shares to a third party must be approved by the partners. A **micro-entreprise** has no capital to open up.

## The forms, side by side
| Point | SAS / SASU | SARL / EURL | Micro-entreprise, EI |
|---|---|---|---|
| Bringing in an investor | Yes, by issuing shares | Yes, by issuing shares | Impossible: no capital |
| Resale of securities by the investor | Free, subject to clauses in the articles | Partners' approval for a third party | Not applicable |
| BSPCE for the team | Yes | No | No |
| Organisation of powers | Free, set by the articles | Governed by law | Not applicable |
| IR-PME tax reduction for your investors | Yes, if the SME meets the conditions | Yes, if the SME meets the conditions | Not applicable |

## Why investors expect an SAS
- **Flexible articles.** The SAS freely organises governance, voting rights and the exit of shareholders. The shareholders' agreement supplements the articles: allocation, tag-along, pre-emption.
- **Securities that are easy to transfer.** A business angel or a fund wants to be able to sell. In an SARL, a transfer of shares to a third party must be approved by a majority of partners holding at least half of the shares, and the company has 3 months to respond.
- **BSPCE.** These warrants allow employees and executives to buy shares later at a price set today. They are reserved for joint-stock companies (SAS, SA) registered less than 15 years ago that meet other conditions on capital ownership. They are the usual tool for hiring in a startup that cannot pay market salaries.

## Start alone as an SASU, then open the capital
An SASU becomes an SAS as soon as a second shareholder comes in: the form does not change, only the articles are updated. So you can start alone and raise funds later without converting the company. See the [guide to forming an SASU](/en/guides/sasu/), and the one on the [SAS](/en/guides/sas/) if you already have partners.

## When the SARL is still a good choice
For a business with no fundraising planned (retail, crafts, consulting between partners who know each other), the control over new entrants in an SARL is an advantage: nobody comes in without the partners' consent. If a fundraise is likely within two years, starting as an SAS avoids a conversion later.

## What the investor looks at, beyond the form
- **The cap table**: who owns what, before and after the round.
- **The IR-PME reduction**: your individual investors deduct 18% of their subscription from their income tax, if the company is an SME less than 10 years old and they hold the shares for 5 years.
- **JEI status** (young innovative company) if you do R&D: exemptions for an SME less than 8 years old (created since 1 January 2023) whose R&D reaches 20% of its expenses.

Funding sources, with official links: [how to finance the creation of your business](/en/entreprendre/financer-creation-entreprise/) and our [funding dataset](/en/donnees/financements-creation-entreprise/).

## FAQ
**Can you raise funds with an SASU?**
Yes. When an investor comes in, the SASU simply becomes an SAS: you only need to update the articles; the form does not change.

**Can an SARL issue BSPCE?**
No. BSPCE are reserved for joint-stock companies, such as the SAS and the SA, registered less than 15 years ago.

**Can an investor freely sell their shares in an SARL?**
No. A transfer of shares to a third party must be approved by a majority of partners holding at least half of the shares, unless the articles require a larger majority.

**Can a micro-entreprise bring in an investor?**
No. A sole proprietorship has no capital: you need to form a company for an investor to take a stake.


## Sources
- [Service-public: transfer of shares in an SARL or EURL](https://entreprendre.service-public.gouv.fr/vosdroits/F36015)
- [Bpifrance Création: BSPCE](https://bpifrance-creation.fr/encyclopedie/financements/recours-a-investisseurs/bons-souscription-parts-createur-dentreprise)
- [BOFiP: conditions for issuing BSPCE](https://bofip.impots.gouv.fr/bofip/13156-PGP.html/identifiant%3DBOI-RSA-ES-20-40-20-20260528)
- [Service-public: IR-PME tax reduction](https://entreprendre.service-public.gouv.fr/vosdroits/F37091)
- [Service-public: young innovative company (JEI)](https://entreprendre.service-public.gouv.fr/vosdroits/F31188)