We Offer Strategic Legal Services
Add Shareholders in a SAS (French Simplified Joint-Stock Company)
Bring new investors or partners into your SAS with the support of our French corporate lawyers . We handle every stage — drafting the legal acts, putting in place a shareholders’ agreement, updating your bylaws, registering share transfers or capital increases, filing with the Commercial Court Registry, and providing you with an updated Kbis extract confirming the new shareholding structure.
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What Does It Mean to Add Shareholders in a SAS ?
In a Société par Actions Simplifiée (SAS), new shareholders can be added at any stage of the company’s life — by transferring existing shares, issuing new ones, or welcoming investors through a capital increase. This flexibility is one of the key strengths of the SAS structure, allowing founders to open their capital to partners, investors, or employees (by issuing sweet equity instruments) while maintaining control through carefully drafted shareholders’ agreement and bylaws.
Adding shareholders not only modifies the capital distribution but may also require adjustments to voting rights, governance, and statutory clauses such as approval (agrément), pre-emption rights, tag or drang along rights, put & call options.
Advantages:
Flexible governance: easily structure voting rights and powers in proportion to contributions or strategic roles.
Investment readiness: attract external investors or employees under a clear, secure framework.
Legal compliance: ensure share transfers or capital increases follow mandatory provisions of French law.
Business continuity: company operations remain uninterrupted during the update.
Enhanced credibility: an updated shareholding table (table de répartition du capital) reassures banks, auditors, and partners.
Adding shareholders strengthens both your company’s financing capacity and its long-term growth potential.
How to Add Shareholders to a SAS in France?
Adding shareholders is a structured legal operation. With FrenchCo.lawyer, the process is straightforward, secure, and fully compliant with French law.
Collecting Key Information
We gather details about the new shareholder(s): identity, contribution type (cash, in-kind, or share transfer), and percentage of ownership. If the addition results from a sale of shares, we verify any statutory approval (agrément) or pre-emption clauses.
Drafting Legal Documents
Our lawyers prepare the relevant acts: Share transfer or subscription agreements; Shareholders' Agreement; Sweet Equity Package for Key-Managers; Updated bylaws or shareholder register; Capital-increase resolution (if new shares are issued).
Capital Subscription and Payment
When new shares are issued, we handle the collection of funds, opening of the special account, and drafting of the bank or notary certificate confirming payment.
Filing and Publication
We prepare and submit the complete modification dossier — resolutions, updated bylaws, legal notice, and registry forms — to the Commercial Court Registry, ensuring official recordal.
Delivery of the Updated Kbis
Once the filing is accepted, you receive your updated Kbis extract showing the new share capital, along with certified copies of all amended documents.
Why Choose FrenchCo.lawyer ?
All legal work is handled by registered French lawyers and trained paralegals, guaranteeing accuracy, compliance, and speed. You can focus on building your business relationships — we ensure that your shareholding changes are executed flawlessly and recognized by French authorities.
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What We Need From You to Add Shareholders to Your SAS ?
To complete the operation efficiently, please provide:
Company Information
Current corporate name, SIREN number, and registered office address.
New Shareholder Details
Identity documents, address, nationality, and contribution type (cash, in-kind, or shares purchase).
Current Shareholder List
Existing ownership breakdown and, if applicable, copies of prior share registers.
Material Terms of the Contemplated Transaction
Our corporate lawyers may also help you set those in compliance with market practice and your strategy.
And Then?
Once these elements are received, our lawyers take over: they draft all legal acts, prepare a shareholders' agreement and management documentation, handle the publications and registry filings, and deliver all required corporate documents to complete the transaction.
Add Shareholders – Simple Process, Clear Budget
Flat legal fee starting from €1 499 excl. taxes*
Additional mandatory costs: publication in the legal gazette + registry filing fees
No hidden fees, no unpleasant surprises.
Our commitment:
No upselling or unnecessary “packages”
No reseller intermediaries
Only genuine legal work carried out by qualified professionals
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Shareholder Updates
Fast & reliable process: From drafting amendments to Kbis update, we manage every step efficiently.
Legally compliant documents: All updates meet French corporate and registry requirements.
Secure share transfer drafting: Our lawyers ensure clear ownership changes and protect shareholder rights.
Lawyer oversight: Every filing is verified by licensed French lawyers to guarantee accuracy and compliance.
Let us handle your shareholder change —
so you can focus on running your SAS.
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Understanding the Addition of Shareholders in a French SAS
Can a foreigner become a shareholder in a French SAS?
Yes. There is no restriction under French law preventing foreign individuals or companies from becoming shareholders of a French SAS.
Foreign investors can freely acquire shares or subscribe to a capital increase, regardless of nationality or residence.
- Foreign shareholders residing abroad
They are not required to hold a residence permit or live in France to own shares in a SAS. They can fully exercise their rights remotely, as long as the company’s bylaws allow remote participation in meetings and communications. - EU, EEA, and Swiss citizens
Nationals from these areas can invest and manage freely in France without prior authorization. If they decide to move to France, they must register their residence within three months but do not need a residence card. - Non-EU nationals
Investors from outside the EU/EEA/Switzerland can also hold shares without special authorization. However, if they intend to act as company officers (for example, President or Director General), residence and work permit rules apply. - Foreign legal entities
Non-French companies can hold shares directly in a SAS. They must simply provide proof of incorporation (e.g., certificate of good standing, translated and apostilled if applicable).
In short: foreign participation in a SAS is unrestricted. France’s SAS is a preferred vehicle for international investment because it combines flexibility with strong legal protection for shareholders.
How can new shareholders be added to a SAS?
There are two main legal mechanisms:
- Transfer of existing shares
An existing shareholder sells or gifts part of their shares to another person. The transfer must be in writing (a cession d’actions), signed by both parties, and registered for tax purposes. - Issuance of new shares (capital increase)
The SAS issues new shares to new investors or employees. This operation requires a shareholder resolution, modification of the bylaws, and filing with the Commercial Court Registry.
In both cases, the SAS’s bylaws determine approval conditions (agrément) and possible pre-emption rights for existing shareholders. These clauses protect the company from unwanted entrants.
What documents are required to add shareholders?
To formalize the entry of a new shareholder, the following documents are generally required:
- A share transfer or subscription agreement;
- Updated bylaws reflecting the new capital strcture;
- Shareholder resolution approving the operation;
- Updated shareholder register and beneficial ownership declaration;
- Proof of payment or contribution (bank certificate or valuation report);
- Publication notice in a legal gazette and filing at the Commercial Court Registry.
These documents ensure that the operation is legally binding, enforceable against third parties, and properly reflected on the company’s Kbis extract.
What taxes or duties apply to the operation?
- Share transfers between private parties are subject to a 0.1% registration duty on the sale price, payable to the French tax administration.
- Capital increases (through new share issues) are exempt from registration duties, but legal and publication fees apply.
- Any potential capital gains realized by the selling shareholder may be subject to income tax or corporate tax, depending on their status.
How long does it take to add new shareholders?
The process usually takes 1 to 3 weeks, depending on the complexity:
- Drafting and signing documents: 2–5 days
- Bank capital deposit or share transfer registration: 3–7 days
- Filing and publication: 5–10 days
Once filed, the Commercial Court issues an updated Kbis extract showing the new shareholders.
What happens if the company fails to update its shareholder structure?
Failure to record or declare changes in shareholding can lead to:
- Refusal of registration by the registry or rejection of future filings;
- Civil liability for managers if misrepresentation causes harm to third parties;
- Criminal penalties in case of fraudulent concealment (Article L. 242-6, Code de commerce).
In addition, banks, auditors, or business partners may suspend dealings if the shareholder information is outdated or unverified.
Can employee shareholders be added to a SAS?
Yes. The SAS is particularly suited to offering equity participation to employees or managers.
Common instruments include:
- Direct share subscription under a capital increase;
- Stock options (options de souscription d’actions);
- Free shares (attribution gratuite d’actions);
- BSPCEs (bons de souscription de parts de créateur d’entreprise) for startups.
These mechanisms align management and employee interests with the company’s performance, often under favorable tax conditions.
Does adding shareholders affect control of the company?
It can — depending on how the new shares are structured.
- If new shares have ordinary voting rights, dilution of the founder’s stake may reduce control.
- However, bylaws can provide for preferred shares (actions de préférence) or enhanced voting rights to maintain control despite new entrants.
- Shareholders’ agreements can also fix voting thresholds, board representation, and exit provisions (tag-along, drag-along, etc.).
Legal advice is essential before restructuring ownership to avoid unintended governance shifts.
Do all shareholders need to approve the addition of a new one?
Not always. It depends on what is written in the SAS’s bylaws.
- If no approval clause (agrément) exists, shares are freely transferable.
- If an approval clause applies, the President or existing shareholders must consent before the new shareholder enters.
- In practice, most SAS bylaws include at least a pre-emption clause, giving existing shareholders priority to buy shares being sold to outsiders.
For capital increases, shareholder approval is mandatory since the operation changes the company’s capital and voting structure.
Add Shareholders to Your SAS
Let our French lawyers & paralegals
manage the entire shareholder update for you.
More About Adding a Shareholder in a SAS
Can I add a new shareholder at any time?
Yes. A new shareholder can join at any point, provided the company’s bylaws allow it and existing shareholders approve according to the decision rules in place.
What documents are required?
You’ll need a share transfer or subscription agreement, an updated shareholder register, meeting minutes (if applicable), and modified bylaws if the ownership structure changes.
Is notary involvement necessary?
No. Most SAS share transfers or issuances are handled through private agreements, though filing and publication are mandatory to make the change official.
Can this be done remotely?
Yes. Our team can handle the full process online — from drafting documents to submitting the registry update.
How long does the process take?
Generally 5–10 business days, depending on the registry’s workload and whether updated bylaws are required.
What are the typical costs?
Costs depend on legal drafting, registry fees, and publication in the official gazette. You’ll receive an updated Kbis once the change is validated.
Will the new shareholder’s details appear on the Kbis?
No. Only the company’s officers and key data are listed. Shareholder details are recorded internally and with the registry but not publicly displayed.
Can foreign investors become shareholders?
Yes. SAS companies can freely include foreign individuals or entities as shareholders, subject to any sector-specific restrictions.
