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Reduce the Share Capital of a SASU in France
Lower your SASU’s share capital efficiently with our French corporate lawyers and paralegals.
We handle the entire process — from legal review and drafting of shareholder decisions to formal filings, publications, and delivery of your updated Kbis extract.
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What is a SASU Capital Reduction in France?
A capital reduction in a SASU means decreasing the registered share capital recorded in the company’s bylaws and commercial registry.
This can be done for two main reasons:
- Loss coverage (reduction motivated by losses): to absorb accumulated losses and restore balance to the company’s accounts.
- Reallocation of capital (reduction not motivated by losses): to return part of the capital to the shareholder or restructure ownership.
This operation requires strict legal, accounting, and procedural compliance, including shareholder resolutions, publication in a legal gazette, and filing at the Commercial Court Registry.
Reducing capital can help optimize the company’s equity structure, demonstrate financial prudence, or prepare for new investors.
Advantages of a Capital Reduction in a SASU:
Financial restructuring: restores equilibrium between equity and assets.
Improved balance sheet: strengthens the company’s solvency position after losses.
Simplified ownership structure: allows capital adjustments when the activity changes.
Return of funds to shareholder: possible when not motivated by losses.
Full legal control: every step managed by professionals ensures compliance and protection against creditor challenges.
Reducing the capital of your SASU ensures financial flexibility, legal compliance, and a stronger foundation to adapt your company’s structure within the French corporate framework.
How to Reduce the Capital of a SASU in France?
Reducing your SASU’s capital involves careful planning, precise drafting, and multiple filings.
Our lawyers ensure that every legal requirement is met swiftly and securely.
Reviewing the Legal and Accounting Situation
We examine your company’s current capital, financial statements, and purpose of the reduction — whether for loss coverage or return of capital — to select the appropriate method and ensure solvency compliance.
Drafting Shareholder and Management Decisions
Our legal team drafts all required resolutions: decision of the sole shareholder, manager’s report, and the updated bylaws reflecting the new capital.
Managing Publication Requirements
We prepare and publish the mandatory legal notice in an authorized gazette, clearly stating the old and new capital amounts and any special procedures (e.g., creditor opposition period).
Filing with the Commercial Registry
We compile and file the complete dossier (resolutions, updated bylaws, publication proof, registry forms) with the Commercial Court, ensuring acknowledgment and registration of the new capital.
Delivery of the Updated Kbis
Once approved, we provide the official Kbis extract showing the new share capital, along with certified copies of all updated corporate documents.
Why Choose FrenchCo.lawyer?
Your matter is handled directly by registered French lawyers, supported by trained corporate paralegals. We ensure your reduction complies fully with French company law, minimizing risk and administrative burden — so you can focus on running your business.
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What We Need From You to Reduce Your SASU’s Capital ?
To complete your capital reduction quickly and lawfully, we’ll ask you to provide:
Company Information
Current company name, registration number, and the address of the registered office.
Decision Details
Reason for the reduction (loss coverage or return to shareholder) and the intended new capital amount.
Financial Documentation
Latest approved accounts and, where applicable, an interim balance sheet or auditor’s certificate.
Sole Shareholder Identification
Identity documents and proof of address for the shareholder making the decision.
And Then?
Once we receive these materials, our lawyers take over entirely: we draft all resolutions, handle publication and filings, and deliver the updated Kbis extract confirming the new share capital. Your SASU remains compliant and operational throughout.
Reduce the Capital of a SASU – Simple Process, Clear Budget
Flat legal fee starting from €799 excl. taxes
Additional mandatory costs: – Publication in an official legal gazette – Commercial Court filing fees
No hidden costs, no unpleasant surprises
Our commitment:
No unnecessary formalities or bundled “capital management” offers
No intermediaries — your reduction is handled directly by our lawyers
Only precise legal work ensuring compliance with French corporate law
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Capital Reduction Procedures for SASU
Fast and reliable process: From decision drafting to filing with the Registry, we ensure your SASU capital reduction is completed smoothly.
Legally compliant documentation:All resolutions and filings follow the latest French corporate law requirements.
Protective legal drafting: Each document safeguards your shareholder’s rights and preserves company balance.
High professional standards: Every step is managed by licensed French lawyers to guarantee precision and compliance.
Let us handle your SASU capital reduction —
so you can focus on strengthening your business in France.
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Understanding Capital Reduction in a French SASU
Can a SASU reduce its share capital?
Yes. A SASU (Société par Actions Simplifiée Unipersonnelle) may lower its registered share capital by decision of the sole shareholder. The reduction must be documented, published in a legal gazette, and filed with the Commercial Court Registry so the RCS/Kbis reflect the new amount.
What are the main methods to reduce capital?
The sole shareholder can resolve to:
- Decrease the nominal value of each share.
- Cancel a number of shares (with technical adjustments to preserve one-share ownership in SASU).
- Buyback then cancel shares (when bylaws allow).
- Reduce to zero then increase immediately (“coup d’accordéon”) to reset the structure before fresh equity.
Your bylaws and the chosen rationale (losses vs return of funds) determine the drafting, documents, and creditor-protection steps.
Do creditors have a right to oppose the reduction?
Yes, potentially. When the operation could affect creditor protection (notably when funds are returned), publication triggers a statutory opposition window. If an opposition is lodged, completion may be suspended until the company:
- repays the creditor,
- provides adequate guarantees, or
obtains a court order dismissing the opposition.
We factor this into timing and documents to keep your process secure.
Is there a minimum capital after reduction?
- Yes—€1. French law allows very low capital in SAS/SASU. That said, an overly symbolic amount can harm banking credibility, trigger personal guarantees, and complicate future financings. Many companies keep a pragmatic floor to signal solvency.
How is a refund to the shareholder taxed?
A reimbursement of paid-in capital is generally not treated like a dividend up to the amount of actual paid-in capital; distributions drawn from share premiums/retained earnings may be taxed as dividends; cancellations/buybacks can trigger capital-gains mechanics at shareholder level. The exact outcome depends on your history (capital/premiums), timing, and status of the shareholder (individual/company). We provide a tax-sensitive roadmap with your accountant.
Why would a SASU reduce its capital?
Typical objectives include:
- Absorbing accumulated losses to restore equity and clean up the balance sheet.
- Returning excess funds to the shareholder when capital exceeds operational needs.
- Restructuring before a new round, a sale, or a change of activity (e.g., “accordion” operation: reduce then immediately increase).
Aligning capital with real value of assets after re-organization.
What’s the difference between a reduction motivated by losses and one not motivated by losses?
- Motivated by losses: purely accounting; no payout to the shareholder. It improves the equity position and often precedes a new capital increase.
- Not motivated by losses: may return cash (or assets) to the shareholder. Because creditors’ interests may be affected, the law provides publicity and an opposition right for creditors after the notice is published.
What are the formal steps to reduce capital in a SASU?
- Legal & financial review of purpose, method, and target capital.
- Drafting: decision of the sole shareholder, president’s report, and updated bylaws.
- Publication of the legal notice in an authorized gazette.
- Filing via the one-stop portal (guichet unique/INPI) for RCS registration (minutes, updated bylaws, proof of publication, forms).
Kbis update showing the new capital, plus delivery of certified corporate documents.
Will I need an auditor for a capital reduction?
Not systematically. A statutory auditor (CAC) is required only if your company already crosses audit thresholds or has a CAC appointed for other reasons. Some operations (e.g., complex “accordion” steps tied to contributions) may require professional reports or comfort certificates. We assess and coordinate any auditor involvement if needed.
Does reducing capital affect the President’s social status or payroll taxes?
No direct change. The SASU President remains an assimilated employee for social security (excluding unemployment insurance unless a genuine employment contract exists). Only the remuneration level impacts payroll contributions, not the amount of registered capital.
Reduce Your SASU Capital
Let our French lawyers & paralegals handle every step of the process for you.
More About Capital Reduction in a French SASU
Can I reduce capital in a SASU?
Yes, a SASU can legally reduce its share capital by decision of the sole shareholder, following French Commercial Code procedures.
What documents will I need?
You’ll need an updated decision of the sole shareholder, amended bylaws, proof of publication, and filing forms for the Trade Registry.
Do I need statutory auditor?
Only if your SASU exceeds certain financial thresholds or if the reduction is motivated by losses requiring certification.
How long does the process take?
On average, 2–4 weeks including drafting, publication in the legal gazette, and registry validation.
Can it be done remotely?
Yes, our team can handle the full procedure online, including digital signatures and filings.
What are the typical costs?
- Legal fees start from €899 excl. taxes, plus mandatory publication and registry charges.
What about UBO and compliance?
All updates to beneficial ownership must be filed after capital modification to remain compliant with French regulations.
Can I change capital again later?
Yes, you can later increase or adjust capital depending on your company’s financial strategy.
