The Nationality of a SAS in France: Rules, Criteria, and Strategic Consequences

When you create a SAS (Société par Actions Simplifiée) in France, one of the most important but often overlooked aspects is its nationality. Every company must be linked to a State, and this legal attachment determines which law governs the company, which rights it enjoys, and even what diplomatic protection it may receive abroad.

The nationality of a SAS is not the same as that of an individual. It is a legal status that influences the company’s daily life, taxation, access to certain regulated activities, and ability to operate internationally. For entrepreneurs, knowing how this works is essential for making informed decisions about structuring and expanding a business in France.

1. Why does a SAS need a nationality?

Just like people, companies need a legal identity. This is why every SAS must have a nationality that connects it to a particular legal system. In practice, a SAS automatically acquires French nationality if its registered office (“siège social”) is located in France.

The French legislator and courts clearly recognize this principle: the Commercial Code refers explicitly to “French companies” (articles L.223-30 and L.225-97). However, the concept is more complex than it looks. Depending on the context, the nationality of a SAS can vary.

For example:

• A SAS can be considered French under company law because its registered office is in France.

• But it may be treated as foreign in certain strategic sectors (press, aviation, defense) if most of its capital or voting rights are held by foreign investors.

This “relativity” of nationality has long been acknowledged by French case law (Tribunal des conflits, 23 November 1959).

2. How is the nationality of a SAS determined?

There is no single universal rule. The nationality of a SAS depends on the legal question being asked. Two main approaches are applied:

1. The registered office criterion – used to decide which law governs the company.

2. The control criterion – used in specific regulated sectors to determine whether the company can enjoy certain reserved rights.

a) The registered office: the general rule

The cornerstone of French company law is that a company is French if its registered office is located in France. This principle is set out in article L.210-3 of the Commercial Code.

But what counts is not a “paper” address: it must be the real registered office. This means the place where directors actually meet, where management decisions are taken, and where the core of the company’s administration is based (Cass. ass. plén., 21 December 1990).

If the registered office is in France, a SAS must:

• Be incorporated in accordance with French law;

• Acquire legal personality under French law;

• Pay French taxes and fall under the jurisdiction of French courts;

• Be dissolved and liquidated according to French procedures.

However, if the registered office is declared in France but the company is really managed abroad, French courts may requalify its nationality and treat it as foreign. This is what happens in cases of fictitious registered offices.

b) The control criterion: the exception for regulated activities

In certain sensitive sectors, French law goes beyond the registered office. It looks at who really controls the company:

• the nationality of shareholders,

• the nationality of directors,

• or the origin of the capital.

This “control test” applies in strategic areas such as:

• Air transport (C. transports, art. R.6412-6),

• Press and media companies (law of 1 August 1986),

• Defense and arms industry (C. sécurité intérieure, art. R.313-29).

Example: a SAS with its registered office in Paris but 80% of its capital owned by a foreign investment fund may be refused access to certain rights reserved for “French companies.”

Important EU limitation: these restrictions cannot be applied to companies from another EU Member State, except where public security or authority is at stake (TFEU, arts. 51 and 52).

3. What are the legal effects of the nationality of a SAS?

The nationality of a SAS has very concrete effects on its legal life.

a) Determining the applicable law

The nationality of a SAS determines which legal system governs:

• its incorporation rules (capital, contributions, registration formalities),

• its governance (powers of the president, bylaws, regulated agreements),

• the rights of its shareholders (transfer of shares, right to information),

• and the procedures for dissolution, liquidation, or merger.

b) Access to certain reserved rights

A SAS of French nationality enjoys access to rights that foreign companies cannot claim, such as:

• eligibility for sensitive public procurement contracts,

• ability to hold mining titles or specific administrative authorizations,

• benefit from bilateral treaties signed by France.

It may also invoke article 14 of the Civil Code, which allows a French company to sue a foreigner before a French court. However, this rule does not apply if the defendant is domiciled in another EU Member State (Regulation EU n°1215/2012).

c) Diplomatic protection

Finally, nationality gives the SAS the right to benefit from French diplomatic protection abroad. If its assets are threatened by expropriation or nationalization, or if its rights are infringed by a foreign State, the French government can intervene diplomatically.

4. Nationality and European Union law

Within the EU, the freedom of establishment means that companies legally incorporated in one Member State can freely settle and operate in another.

• A French SAS can open subsidiaries or branches in Spain, Germany, or Italy without discrimination.

• Conversely, a German GmbH or Dutch BV can establish itself in France under the same principle.

The Court of Justice of the European Union (CJEU) has ruled that Member States cannot systematically impose their own national law on foreign companies without infringing EU freedoms (CJEU, 25 April 2024, case C-276/22).

As a result, the control criterion (shareholder nationality, origin of capital) must be used only in exceptional cases and justified by pressing reasons of public interest, such as national security.

Conclusion: Why the nationality of your SAS matters

The nationality of a SAS is not just a formality written in the bylaws. It is a fundamental element of its legal identity, with consequences for governance, taxation, dispute resolution, access to markets, and even international protection.

• The registered office remains the key criterion: it determines whether a SAS is legally French.

• But in some regulated sectors, the control criterion applies, and foreign shareholders may limit the company’s ability to claim French nationality.

• Within the European Union, rules on freedom of establishment ensure that companies from other Member States cannot be discriminated against.

For entrepreneurs and investors, this means that where you establish your SAS — and who owns or controls it — has real legal and strategic consequences.

A poorly planned structure may restrict access to markets or create disputes about applicable law. A carefully structured SAS, on the other hand, secures your rights under French law, ensures access to reserved opportunities, and even provides the protection of the French State abroad.