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.
Service-public - 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.bpifrance-creation.frbofip.impots.gouv.fr 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, and the one on the 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.Service-public
- JEI status (young innovative company) if you do R&D: exemptions for an SME less than 11 years old whose R&D reaches 20% of its expenses.Service-public
Funding sources, with official links: how to finance the creation of your business and our funding dataset.
Frequently asked questions
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.
Written by Razvan Toma, founder of LegalRapide. How we check our figures · LinkedIn