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Issue Bonds in French SASU
Raise capital for your SASU with confidence.
Our French corporate lawyers and paralegals handle the full process from start to finish — drafting bond documentation, verifying compliance with French corporate law, filing with the registry when required, and coordinating investor or shareholder formalities until delivery of the official supporting documents.
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What is a Bond Issue in a SASU?
A bond issue allows a SASU to borrow funds by creating debt securities (obligations) subscribed by investors or by the sole shareholder.
These bonds represent loans granted to the company, repayable with interest at a fixed maturity.
Issuing bonds is a flexible way to finance growth, support working capital, or restructure existing debt without giving up ownership or voting power.
This instrument is available to both large and small SASUs, subject to compliance with the French Commercial Code and company bylaws.
Advantages of Issuing Bonds in a SASU:
Non-dilutive financing: raise cash without issuing new shares or losing control.
Flexible structure: terms (maturity, rate, repayment) freely defined by the company.
Attractive to investors: can be secured, convertible, or subordinated to match risk appetite.
Tax efficiency: interest payments generally deductible from taxable profits.
Credibility: a well-structured bond issue enhances the company’s image with partners and lenders.
A bond issue is a strategic financing tool for SASUs seeking liquidity, independence, and financial leverage.
How to Issue Bonds in a SASU in France?
Issuing bonds requires a clear corporate decision, proper drafting of terms, and strict procedural filings.
Our lawyers guide you through each step to ensure full legal and tax compliance.
Preliminary Review and Feasibility
We assess your company’s legal status and capacity to issue bonds. Some SASUs require a minimum share capital or audited accounts before launching the issue. We also evaluate financial ratios, existing debt, and bylaws authorizations.
Drafting Bond Documentation
Our team prepares the shareholder’s resolution, president’s report, and terms of the issue — including amount, rate, repayment terms, guarantees, and investor conditions. Where applicable, we coordinate with your auditor or accountant for validation.
Investor or Subscription Process
We prepare subscription forms or private placement documents, ensuring all legal mentions (principal, interest, maturity, ranking) are clear and enforceable. For related-party loans, we ensure compliance with intra-group and shareholder-loan restrictions.
Registration and Filing
Depending on the type of issue, we file the bond resolutions and related updates with the Commercial Court Registry or record them internally in your corporate books. We also assist with publication, if required by law or market practice.
Delivery of Official Records
You receive certified copies of the shareholder’s decision, bond register, and updated Kbis if registration was mandatory. These serve as proof of compliance and transparency for investors and auditors.
With FrenchCo.lawyer
All work is performed by registered French lawyers, supported by experienced corporate paralegals. We ensure full regulatory compliance, protect your company’s legal standing, and provide a clear roadmap for raising capital responsibly — saving you time and mitigating risk.
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What We Need From You to issue bonds in SASU in France ?
To prepare your bond issue quickly and lawfully, we’ll need:
Company Information
Name, registered address, registration number, and latest approved accounts.
Decision Details
Proposed issue amount, interest rate, duration, and purpose of financing (growth, refinancing, etc.).
Sole Shareholder Authorization
Identity of the shareholder and approval of the bond issuance terms.
President Information
Identity and residence of the SASU President, with proof of appointment and signature authority.
And Then?
Once we have your information, our lawyers take charge of everything — drafting the resolutions, completing filings, and ensuring the bonds are validly issued and properly recorded. Your SASU will be ready to raise funds in full compliance with French company law.
Issue Bonds in a SASU in France – Simple Process, Clear Budget
Flat legal fee starting from €899 excl. taxes*
Additional mandatory costs: – Publication (if required) in an official legal gazette – Court or registry filing fees (if applicable)
No hidden costs, no surprises
Our commitment:
No risky shortcuts or generic templates
No brokers or unqualified intermediaries
Only compliant legal work, fully supervised
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Corporate Financing
Accurate legal structuring: Each bond issuance is carefully structured to comply with French Commercial Code provisions and your SASU’s bylaws.
Fully compliant documentation: All issuance terms, reports, and board decisions meet French financial and corporate law standards.
Investor-protective drafting: We ensure clear, secure bond terms — balancing investor confidence and the company’s financing flexibility.
High professional standards: Always handled by licensed French lawyers for full compliance.
Let us take care of your SASU bond issuance — so you can focus on financing your company’s growth in France.
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Understanding the Issuance of Bonds by a French SASU
Can a SASU issue bonds (obligations) in France?
Yes. A SASU (single-shareholder simplified joint-stock company) may issue bonds to raise debt financing. The terms (amount, interest, maturity, repayment, security, subordination) are set by corporate decision and must respect the company’s bylaws and French company/financial regulations. Bonds can be placed with the sole shareholder or external investors.
Who authorizes a bond issue in a SASU?
In a SASU, the sole shareholder typically authorizes the issue (or grants a delegation), and the President implements it. Check the bylaws: they may require a specific decision format, limits (ceiling amounts), timelines, or auditor involvement for certain instruments (e.g., complex or convertible features).
What kinds of bonds can a SASU issue?
Common formats include:
- Straight (plain-vanilla) bonds: fixed or variable interest, bullet or amortizing repayment.
- Secured or subordinated bonds: with security interests or ranking behind other creditors.
Indexed bonds: interest linked to an index (e.g., inflation, reference rates).
(For convertible or exchangeable bonds, see your dedicated “convertibles in SASU” guidance; they add equity-like mechanics and extra formalities.)
What corporate documents are required?
Typically:
- Shareholder’s decision (or delegation) authorizing the issue and its ceilings/terms.
- President’s decision setting final terms (rate, maturity, subscription price, timetable).
- Bond terms sheet / loan note and subscription forms.
- Bond register and internal records; security documents if any (pledges, guarantees).
- Shareholder’s decision (or delegation) authorizing the issue and its ceilings/terms.
Are there withholding taxes for non-resident bondholders?
Depending on the investor’s jurisdiction and treaty position, withholding tax may apply or be reduced. Many standard corporate-bond interest payments to treaty-resident investors can be made without withholding, but verify treaty eligibility and documentation (residency certificates, beneficial-owner statements).
Can foreign investors subscribe to SASU bonds?
Yes. Non-resident individuals and legal entities can subscribe, subject to standard KYC/AML checks and any applicable financial-sanctions rules. If funds come from abroad, ensure banking compliance (source of funds) and, where relevant, exchange-control reporting by the bank.
Do we need a statutory auditor to issue bonds?
Not necessarily. A SASU without an auditor can issue plain bonds for private placement. An auditor becomes relevant when:
- The bylaws or a shareholder decision mandates auditor review,
- The issue has complex features (e.g., convertibles, warrants attached) requiring fairness/reporting,
The company already has an auditor because thresholds are exceeded.
When in doubt, obtain a short legal memo to confirm whether an auditor’s report is prudent.
Is there a minimum share capital to issue bonds?
No statutory minimum specific to bond issuance. Practically, investors expect capital and net-asset levels consistent with the debt size. If equity is weak or losses are significant, consider a pre-issue capital increase or shareholder loan conversion to strengthen the balance sheet.
Must we file the bond issue with the RCS or publish a legal notice?
For private placements of plain bonds, practice is mainly corporate-book recording; some transactions require registry updates (e.g., if the issuance triggers bylaw changes or if securities/guarantees must be registered). If security interests are granted (pledges, Dailly assignments, etc.), those are filed in the appropriate registries. Your counsel will map the exact filings.
Do we need a prospectus or AMF approval?
Private placements (limited circle of investors; no public solicitation) are generally prospectus-exempt.
A public offering or admission to trading may trigger EU Prospectus Regulation requirements (prospectus, disclosure, possible AMF review). If you plan broad marketing, ask for a capital-markets check before any approach.
Issue Bonds in Your SASU
Let our French lawyers & paralegals manage the bond issuance process for you.
More About issuing bonds in SASU
Can a SASU issue bonds?
Yes. A SASU (Société par Actions Simplifiée Unipersonnelle) can issue obligations (bonds) to finance its operations or projects. Bond issuance is permitted under Articles L.228-38 and following of the French Commercial Code, provided the company is properly registered and its share capital is fully paid up.
This tool is often used for corporate financing and group structuring, as it allows flexible fundraising while maintaining the shareholder’s full control. Bonds can be issued to the sole shareholder, third-party investors, or even to parent companies, offering clear financial separation and optimized tax treatment under corporate income tax (IS).
What documents will I need?
Updated Articles of Association (Statuts) allowing bond issuance.
A shareholder’s decision authorizing the issue and defining the terms.
The bond issuance report prepared by management or the president.
Evidence of the company’s financial statements and compliance.
If applicable, a subscription agreement with the investor(s).
Do I need statutory auditor?
Only if your SASU exceeds certain financial thresholds or if the bonds are to be publicly offered. For private placements, no auditor is required, but professional drafting ensures compliance with commercial and financial regulations.
How long does the process take?
Typically 1 to 2 weeks, depending on the complexity of the issuance and the investor profile. Drafting and filing formalities are handled by our legal team to ensure your issuance is compliant and properly registered.
Can I issue bonds remotely?
Yes. The entire process — from authorization to filing — can be managed remotely with digital signatures and electronic filings before the French Registry.
What are the typical costs?
- Legal fees depend on the amount and structure of the bond issue. Standard private SASU bond issuances start at around €799 excl. taxes, plus mandatory publication and registry fees.
What about UBO and compliance?
Even for bond issuance, the beneficial owner (UBO) must be declared to ensure full transparency under French anti-money-laundering (AML) rules. We prepare and file the required UBO declaration on your behalf.
Can I modify or redeem the bonds later?
Yes. The SASU’s sole shareholder can amend the terms, redeem early, or restructure the bonds through a written decision, provided all legal formalities are met and registered.
