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Issue Bonds in a SAS in France
Empower your SAS to raise funds through bond issuance, handled end-to-end by our French corporate lawyers and trained paralegals.
We take care of every stage — from verifying your eligibility and drafting the issuance terms, to preparing board and shareholder resolutions, filing with the authorities, and providing you with the official registration extract.
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What is a Bond Issuance in a SAS in France?
A bond (obligation) is a debt instrument allowing a SAS to borrow money from investors, either internally (shareholders) or externally (banks, funds, individuals), with a promise of repayment and interest.
This operation offers a flexible financing solution while maintaining the current shareholding structure — no dilution, no new partners, only capital through debt securities.
Under French corporate law, bond issues are subject to specific conditions regarding authorization, documentation, and registration, ensuring full transparency and creditor protection.
Main Advantages :
Alternative financing: raise capital without opening equity to new shareholders.
Flexibility: choose between public or private bond placements depending on your needs.
Predictable cost: fixed interest rate and repayment schedule tailored to your company’s capacity.
Preserve control: shareholders retain ownership and voting rights while the company gains liquidity.
Legal credibility: structured, compliant debt recognized by banks and investors alike.
Bond issuance enables your SAS to finance expansion, R&D, or acquisitions with precision — strengthening financial independence while maintaining governance stability.
How to Issue Bonds in a SAS in France?
Issuing bonds requires a structured, legally compliant process. Our team ensures your company meets all obligations from start to finish:
Preliminary Assessment
We verify your company’s eligibility (capital structure, existing debt, financial statements) and determine the type of bonds — simple, convertible, or redeemable.
Drafting Legal Documentation
Our lawyers prepare the board report, shareholders’ authorization, bond issuance agreement, and information memorandum if required by law.
Approval and Subscription
The shareholders’ meeting authorizes the issue; investors subscribe and funds are received in the company’s dedicated account.
Registration and Filing
We handle the filing with the Commercial Court Registry and, if applicable, the Autorité des Marchés Financiers (AMF) for certain public offerings.
Delivery of Official Proof
Upon completion, we provide the official acknowledgment of registration and certified copies of your bond issuance resolutions and filings.
Why Choose FrenchCo.lawyer ?
All our legal services are performed by registered French corporate lawyers assisted by trained paralegals. We guarantee precision, compliance, and prompt handling so you can secure financing safely — while focusing on your business growth.
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What We Need From You to a Issue Bonds in Your SAS ?
To prepare your bond issuance swiftly and in compliance with French regulations, please provide:
Company Information
Current bylaws, updated Kbis extract, and financial statements for the past fiscal year.
Board and Shareholder Details
Identification of directors and shareholders, including voting rights and decision-making structure.
Bond Terms
Type (ordinary, convertible, redeemable), total amount, interest rate, maturity, and subscription conditions.
Investor Information
List of subscribers (if private placement), or planned offer details (if public).
And Then?
Once these elements are provided, our lawyers handle the entire process — drafting, formal approval, registry filings, and delivery of the official confirmation. Your SAS will then be legally authorized to issue, list, or transfer the bonds under French law.
Issue Bonds in a SAS – Simple Process, Clear Budget
Flat legal fee starting from €1 200 excl. taxes
Additional mandatory costs: publication in the legal gazette + registry filing fees (and, if relevant, AMF fees).
No hidden costs, no surprises.
Our commitment:
No inflated “financing packages”
No financial intermediaries
Only qualified legal expertise
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Corporate Financing
Fast and compliant issuance: From drafting terms to filing with the Registry, we manage every stage of your SAS bond issuance efficiently.
Legally sound documentation: Each act and prospectus complies with French corporate and financial law requirements.
Protective structuring: We ensure your bond terms safeguard shareholder interests and secure sustainable corporate financing.
High professional standards: All documents are prepared and reviewed by licensed French lawyers to ensure full compliance and reliability.
Let us handle your SAS bond issuance — so you can focus on financing growth and strengthening your business in France.
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Understanding the Creation of a Company in France - Q&A
What does issuing bonds in a SAS mean under French law?
Issuing bonds in a SAS means the company raises funds by borrowing from investors through debt securities called obligations. These investors lend money to the SAS in exchange for interest and repayment at maturity. Unlike equity financing, bond issuance allows the SAS to access external capital without altering its shareholding structure or voting control. The process must follow French legal procedures — including authorization by the shareholders and registration with the Commercial Court Registry.
What types of bonds can a SAS issue?
A SAS may issue several types of bonds, depending on its financing strategy:
Ordinary bonds: traditional fixed-rate debt instruments.
Convertible bonds: allowing conversion into shares at a later date.
Redeemable bonds: repayable at a specific time under agreed conditions.
Each type carries different rights and obligations, and our lawyers assist in drafting the appropriate terms to ensure compliance with the French Commercial Code.
What documents are required for a SAS bond issuance?
You’ll need:
Updated Kbis extract and company bylaws.
Recent financial statements.
List of directors and shareholders.
Details of bond type, amount, maturity, and interest.
Investor information (for private placements).
Proof of funds received.
Our team prepares all supporting resolutions and ensures filings meet French corporate and financial disclosure standards.
What are the costs involved in issuing bonds in a SAS?
Our flat legal fee starts from €1,200 (excl. taxes), covering all legal drafting, filings, and registration.
Mandatory third-party costs include:Publication in the official legal gazette.
Commercial Court Registry fees.
AMF fees (if applicable).
Costs may vary based on the number of investors, bond type, and complexity of documentation — but we guarantee full transparency and no hidden charges.
Do I need a lawyer to issue bonds in a SAS?
Yes — bond issuance involves regulated procedures that require precise legal drafting and formal registration. Errors in authorizations, documentation, or filings can invalidate the issue or expose the company to penalties. Our licensed French corporate lawyers handle everything — from assessing eligibility to preparing resolutions and registering the issue — ensuring your financing is both compliant and secure.
Who can issue bonds in a SAS?
Any SAS with stable financial statements and sufficient share capital can issue bonds. However, French law restricts issuance for newly formed or under-capitalised companies. A bond issue must be authorized by the shareholders and supported by financial documents demonstrating solvency. In practice, both small and large SAS companies use bonds as a strategic financing tool to fund expansion, R&D, or acquisitions.
What are the legal steps to issue bonds in a SAS?
The legal process involves five key steps:
Preliminary eligibility check – verifying company structure and financial position.
Legal drafting – preparing board and shareholder resolutions, issuance agreements, and memoranda.
Shareholder approval – securing authorization to issue the bonds.
Subscription and payment – investors subscribe and transfer funds.
Filing and registration – submitting documents to the Commercial Court Registry (and to the AMF for public offers).
Our French lawyers manage each stage to ensure compliance and smooth execution.
Can bonds be issued to foreign or private investors?
Yes. A SAS can issue bonds to both French and foreign investors, including individuals, institutions, and funds. Private placements are common for flexibility and confidentiality, while public offerings may require additional authorization from the Autorité des Marchés Financiers (AMF). We guide you on the right structure based on your investor profile and compliance obligations.
How long does the SAS bond issuance process take?
The timeframe depends on the complexity of the operation. A standard private placement can be completed within 2 to 4 weeks, including drafting, authorization, and registration. Public offerings or convertible bond issues may take longer due to AMF filings and disclosure requirements. With our full-service support, we ensure your issuance is completed as efficiently as French law allows.
What are the main advantages of issuing bonds for a SAS?
Bond issuance offers several strategic benefits:
Non-dilutive financing: shareholders retain full control.
Fixed repayment schedule: predictable cost and cash-flow planning.
Enhanced credibility: recognized financing instrument under French law.
Flexibility: suitable for private or institutional investors.
Confidentiality: limited disclosure for private placements.
It is a powerful tool for SAS companies seeking growth capital while preserving ownership and governance stability.
Issue Bonds in Your French SAS
Let our French lawyers & paralegals structure and register your bond issuance seamlessly.
More About Issuing Bonds in a French SAS
Who can issue bonds within a SAS?
Any SAS with stable finances and compliant governance can issue bonds, whether to existing shareholders or external investors, under proper legal authorization.
Why would a SAS issue bonds instead of increasing share capital?
Bond issuance allows a SAS to raise funds without diluting ownership. Shareholders retain full control while accessing flexible, debt-based financing.
What are the key legal steps in a SAS bond issue?
The process includes drafting legal documentation, obtaining shareholder approval, collecting investor subscriptions, and registering with the Commercial Court Registry.
Can a SAS issue bonds to foreign investors?
Yes. Bonds can be subscribed by both French and foreign investors. Our lawyers ensure all cross-border documentation complies with French and EU financial regulations.
What types of bonds can a SAS issue?
A SAS may issue ordinary, convertible, or redeemable bonds. Each type has specific repayment or conversion rights that must be clearly set out in the issuance documents.
How is investor protection ensured?
- All bond issues are governed by transparent resolutions, clear repayment terms, and public filings. This guarantees legal security and investor confidence under French law.
Are bonds listed or traded publicly?
They can be. Private placements remain confidential, while public bond issues may require authorization from the Autorité des Marchés Financiers (AMF) for listing.
Can bond terms be modified later?
Yes, but only through a formal shareholder decision and updated filings. Our lawyers handle any amendments to maintain full compliance.
