€1
Minimum possible share capital for a SAS — no statutory floor exists since the €37,000 minimum was abolished effective 1 January 2009
50%
Minimum proportion of cash-subscribed capital that must be paid up at subscription — balance payable within 5 years of registration; in-kind contributions must be fully paid before articles are signed
€30,000
Threshold above which a commissaire aux apports must be appointed to value any single contribution in kind — mandatory and cannot be waived above this level or where in-kind total exceeds 50% of capital

No Minimum Capital: The Rule and Its Context

The SAS was released from its statutory minimum capital of €37,000 by the 2008 economic modernisation law, with effect from 1 January 2009. Since that date, a SAS — including a SASU — can be formed with a share capital of any amount, including a single euro (Art. L 224-2 C. com., inapplicable to SAS). The capital must be fully subscribed at formation: every share must be allocated to a founder. If the articles state €10,000 divided into 1,000 shares of €10, all 1,000 shares must be issued at formation — there can be no unissued shares in reserve. Full subscription does not mean full payment: cash shares must be paid up to at least 50% at subscription (balance within 5 years); in-kind contributions must be fully paid up before articles are signed; industry shares are the exception, paid up progressively as services are delivered. A conditional subscription ("I will subscribe if X happens") is treated as unconditional — the condition is void and the subscription binds from the moment it is made.

💡
The Capital Level Is a Legal and Business Decision

The articles must state a capital amount. That amount represents each shareholder's financial commitment and, in creditors' eyes, the minimum financial buffer the company was intended to maintain. Setting a capital of €1 is a choice with specific legal and commercial consequences — not a neutral default. Always assess the capital level against the company's genuine initial needs before fixing it in the articles.

Paying Up Cash Shares: Rules and Mandatory Sequence (Arts. L 225-3, L 225-5, L 225-12)

The payment sequence is mandatory — performing these steps in the wrong order is a legal irregularity that can invalidate the formation. Cash corresponding to at least 50% of the nominal value of each cash-subscribed share must be deposited with an authorised depositary (bank, notary, or authorised investment firm) before the articles are signed. The deposit must be made within 8 days of funds being received. The depositary issues a certificate confirming deposits and subscriber details. Only after that certificate is obtained can the articles be signed. The Kbis extract (not the Guichet unique electronic acknowledgement) is what the company later presents to release the funds. If the company fails to register within 6 months of the first deposit, any subscriber can demand return of their contribution.

The Balance: Five-Year Call Window and Non-Payment Consequences

The unpaid balance — up to 50% of nominal value — can be called at any time within 5 years of registration. Once the formal call notice is issued by registered letter, two automatic consequences follow: after 30 days, the unpaid shares automatically lose voting rights, dividend entitlement, and pre-emption rights (by operation of law, no further decision required); after one month of non-payment following the formal notice, the company can force-sell the shares at public auction without court authorisation. The force-sold shareholder remains liable for any shortfall between the sale price and the outstanding call plus interest.

⚠️
Unpaid Capital — Criminal Sanctions and Tax Disabilities

Founders or directors who issue or negotiate shares before the minimum 50% is paid face a criminal fine of €150,000. Additionally, a SAS with unpaid capital cannot benefit from the reduced IS rate of 15% on the first €42,500 of profits, and cannot deduct interest paid on shareholders' current account advances from taxable income for as long as capital remains unpaid. Furthermore, a SAS cannot make a cash capital increase, and cannot issue bonds or obligations, while any cash shares from a previous issuance remain unpaid — a statutory prohibition that can block fundraising at the worst moment.

Contributions in Kind: Valuation and Commissaire aux Apports (Arts. L 225-8, L 227-1)

A contribution in kind is any contribution other than cash: real property, equipment, a business, intellectual property, a lease, a claim, securities in another company. All such contributions must be described and valued in the articles (or in a separate deed annexed to the articles). Shares issued in exchange for in-kind contributions must be fully paid up before the articles are signed — there is no 50% deferral option. The commissaire aux apports is appointed unanimously by the founders or by the president of the commercial court on summary application. Their report describes each contribution, explains the valuation methodology, and confirms the value equals at least the nominal value of shares issued plus any emission premium. The report must be available to founders at least 3 days before the articles are signed, then annexed and deposited on registration.

SituationCommissaire aux apports required?Sanction for non-compliance
Any single contribution in kind exceeds €30,000, OR total contributions in kind exceed 50% of capital Mandatory — cannot be waived Founders jointly and severally liable to third parties for 5 years for any overvaluation (Art. L 227-1 al. 7); criminal sanction (5 years imprisonment + €9,000 fine) for fraudulent overvaluation
All contributions individually below €30,000 AND total below 50% of capital Optional — waivable by unanimous founder decision (Art. L 227-1 al. 5, D 227-3) Same 5-year joint liability applies even where auditor waived and valuation proves incorrect
Listed securities valued at weighted average price over prior 3 months Special dispensation available — check conditions Reassessment required if material change in fair value since valuation date
Assets already valued at fair value by a commissaire within prior 6 months Prior report may suffice — check conditions New report required if exceptional or new circumstances have materially changed the fair value

The 5-year liability tail for overvaluation is joint and several: any one founder can be required to pay the full amount regardless of the relative size of their contribution. This tail outlasts the formation process by years. Where founders deliberately attribute a fraudulently inflated value — for example by concealing encumbrances on contributed assets — the criminal offence of fraudulent overvaluation applies to both the contributing founder and to any commissaire who knowingly participates.

The Variable Capital Option (Arts. L 231-1 to L 231-8)

Unlike the SA, the SAS can adopt a variable capital structure. A variable capital clause allows the capital to increase through new subscriptions and decrease through shareholder withdrawals, without the formal procedure required for ordinary capital changes — but only within the floor-to-ceiling corridor defined in the articles. The floor must be at least one-tenth of the stated capital; movements outside the corridor require the ordinary modification procedure. Practical uses include investment holding structures with progressive shareholder admission. A SAS with variable capital must display "à capital variable" on all external documents. The ANSA recommends applying the net-asset reconstruction obligation by reference to the floor capital.

Industry Contributions: Services as Capital (Art. L 227-1 al. 4; Art. 1843-2 C. civ.)

The SAS uniquely accepts contributions of industry (apports en industrie) — a shareholder's commitment to provide ongoing services, expertise, or know-how. The contribution must be lawful, personal to the contributor, genuine, future in application, and of a successive nature. Shares issued in exchange are inalienable by law and do not count toward stated share capital. Despite not contributing to capital, industry shares carry full economic rights (profits, net assets on winding up, priority subscription in future increases) and voting rights. Since July 2019, no commissaire aux apports is required to evaluate industry contributions at formation. The articles must specify: nature, scope, duration, exclusivity conditions, and consequences of cessation — typically a withdrawal or exclusion right. The industry shareholder's profit share is, absent a specific provision, treated as equal to the share of the shareholder who contributed the least among the others.

The Real Risks of Very Low Capital

When a SAS's net assets fall below half its share capital, it must convene a shareholder meeting within 4 months of the accounts revealing the shortfall, to decide on continuation. If shareholders decide to continue, net assets must be restored to at least half the capital within two financial years, or the stated capital must be reduced to reflect the loss. With a capital of €1, any loss triggers this obligation; with €10,000, the company can absorb up to €4,999 of cumulative loss before the mechanism activates. Banks use share capital as one factor in creditworthiness assessment — a €1 capital can impede opening a business bank account or obtaining supplier credit. In insolvency, a director who allowed a company to operate while chronically undercapitalised relative to its business risk may face a faute de gestion claim allowing a court to order personal contribution to liabilities.

Registration Duties on Contributions (CGI Arts. 809, 810, 810 bis)

Pure contributions — in exchange for shares exposed to business risk — are generally registered free of charge for IS-subject companies. However, contributions of immovable property, business funds, client bases, and lease rights from individuals or non-IS entities to an IS-subject SAS are treated as transfers for value: 5% for real property; 0–5% progressive for business funds (nil up to €23,000; 3% from €23,000 to €200,000; 5% above €200,000). An exemption from these transfer duties is available where the contributor commits to holding the received shares for at least 3 years — if that commitment is broken, duties become immediately payable. For mixed contributions (part shares, part assumed liabilities), the contributors can allocate the liability portion to specific assets in the deed to minimise the transfer duty base.

Capital Structure Checklist for SAS Founders
  • Capital level: set at a level genuinely correlated with the company's initial financial needs — not merely to minimise formation costs. Assess the loss-of-half-capital trigger: with €1 capital, any loss activates the 4-month shareholder consultation obligation. Assess banking and creditor implications of very low capital.
  • Cash contributions (Arts. L 225-3, L 225-5, L 225-12): ensure at least 50% is paid up at subscription; deposited within 8 days; depositary certificate obtained before articles are signed. Note tax disabilities while capital is not fully paid up: no reduced 15% IS rate; no deduction of current account interest. No cash capital increase or bond issuance while any prior cash shares remain unpaid.
  • In-kind contributions (Arts. L 225-8, L 227-1 al. 5 and 7): commissaire aux apports mandatory and non-waivable if any single contribution exceeds €30,000 or total in-kind contributions exceed 50% of capital. Report available at least 3 days before articles; annexed to articles; deposited on registration. 5-year joint and several liability for overvaluation — applies even where auditor waived within the dispensation threshold.
  • Variable capital (Arts. L 231-1 to L 231-8): if adopted, set floor (minimum one-tenth of stated capital) and ceiling carefully. Display "à capital variable" on all external documents. ANSA recommends applying net-asset reconstruction by reference to the floor capital.
  • Industry contributions (Art. L 227-1 al. 4): no commissaire required since July 2019, but articles must specify nature, scope, duration, exclusivity, and consequences of cessation. Industry shares are inalienable, do not count toward stated capital, but carry full economic and voting rights. Define the profit/loss sharing ratio expressly — the statutory default gives the industry shareholder a share equal to the smallest other contribution.
  • Registration duties (CGI Arts. 809, 810, 810 bis): check duties on each category of contribution. Real property (5%), business fund contributions (0–5% progressive scale), and lease rights from non-IS contributors attract transfer duties. The 3-year share retention commitment exemption is available but must be included in the deed — breaking it makes duties immediately payable.
Questions About SAS Capital Structure?

Getting the capital structure right at formation — the level, payment timeline, treatment of in-kind contributions, and variable capital decision — affects the company's credibility, its tax position, and its liability exposure for years to come. We advise foreign founders and investors on SAS formation, capital structuring, and ongoing compliance with French company law.

Get Legal Advice

This article is for general information only. It does not constitute legal advice. Always seek qualified legal advice for your specific situation before making decisions about share capital structure in France.