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Add a Shareholder in a SASU in France
Turn your SASU into a multi-shareholder SAS by adding a new shareholder.
Our French corporate lawyers and paralegals handle the full process from start to finish: drafting the shareholder’s decision, updating the articles of association, organizing share transfers or new share issues and completing all filings reflecting the new shareholding structure.
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Why Add a New Shareholder in a SASU in France?
A SASU (Société par Actions Simplifiée Unipersonnelle) becomes a SAS (Société par Actions Simplifiée) as soon as a second shareholder joins. This addition marks the company’s transition from a one-person structure to a multi-partner one.
A new shareholder may enter through:
- Transfer of existing shares (cession d’actions) from the sole shareholder, or
- Issuance of new shares following a capital increase (augmentation de capital).
Both operations must be formalized by written agreements, shareholder resolutions and, in certain cases, amended bylaws which must be filed with the Commercial Court Registry (RCS).
It is also very important to put in place a proper shareholders’ agreement to define clear rules on governance, voting, and share transfers and prevent disputes and deadlock situations.
Adding a new shareholder to your SAS can accelerate growth, attract investors, and strengthen your company’s credibility with banks and financial partners — but it also brings shared control and potential governance risks that must be carefully managed.
Main Advantages :
Access to new capital: bringing in a partner can strengthen financial capacity and credibility.
Strategic development: enables cooperation, partnerships, or investor participation.
Flexible governance: the SAS model allows customized voting and management rules.
Continuity: the company retains its same SIREN and legal personality.
Attractive to investors: SAS is the preferred form for fundraising and joint ventures.
Adding a shareholder transforms your SASU into a collaborative SAS, offering new opportunities without losing flexibility or limited liability.
How to Add a Shareholder to a SASU in France?
Converting a SASU into a SAS through the addition of a shareholder follows a structured legal process.
With FrenchCo.lawyer, everything is managed for you in five simple, compliant steps:
Gathering Key Information
We collect essential details: information about the new shareholder, their contribution (cash, in-kind, or share transfer), the updated share distribution, and any specific rights to be included.
Drafting the Legal Documentation
Our lawyers prepare the required documents: the transfer deed or subscription form, shareholder’s decision authorizing the change, shareholders' agreement, updated bylaws, and the publication notice for the legal gazette (if required).
Handling Capital and Transfers
We assist with account deposits for capital increases, or manage the signing and registration of share transfer deeds. If applicable, we help obtain the bank or notary certificate confirming payment.
Filing with the Commercial Court Registry
The full dossier—including updated bylaws, shareholder decision, capital or transfer evidence, legal notice, and M2 form—is filed with the registry for official recording.
Delivery of the Updated Kbis
Once validated, you receive the new Kbis extract confirming the company’s transition to a SAS and listing both shareholders.
With FrenchCo.lawyer
Your file is handled end-to-end by French corporate lawyers and trained paralegals. We ensure that every document and filing complies with French corporate law, minimizing errors and delays. Our process is transparent, fast, and fully secure — so you can focus on your business while we handle your company’s legal transformation.
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What We Need From You to Add a Shareholder to Your SASU in France ?
To update your shareholding structure, please provide:
Current Company Details
Company name, registration number (SIREN), registered office, and a copy of your latest Kbis extract.
New Shareholder Information
Full identity and address of the new shareholder (individual or company), plus legal documents (passport, company registration certificate, or proof of address).
Nature of the Operation
Specify whether the new shareholder enters through a share transfer or a capital increase, with supporting documentation (e.g., transfer agreement or bank deposit certificate).
Updated Bylaws and Shareholding
Information about the new share allocation and voting rights, if applicable.
And Then?
Once we receive these elements, our lawyers handle the entire process: they prepare and register the legal documentation, publish the official notice, and file the amendment with the Commercial Court Registry. Within a few days, you receive your updated Kbis extract confirming the addition of the new shareholder and the conversion of your SASU into a SAS.
Add a Shareholder to a SASU – Simple Process, Clear Budget
Flat legal fee starting from €799 excl. taxes
Additional mandatory costs: publication in a legal gazette + court registry amendment fees
No hidden costs, no unpleasant surprises
Our commitment:
No hidden steps or unnecessary “add-ons”
No middlemen — direct legal handling by our team
Only compliant share transfer & registration done by qualified lawyers
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Shareholder Addition & Registration
Fast and secure update: From drafting transfer documents to registry filing, we handle every stage efficiently.
Legally compliant process: Each step follows current French corporate and registry requirements.
Protective legal drafting: We ensure your shareholder addition preserves company control and legal security.
High professional standards: All work is supervised by licensed French lawyers to guarantee compliance and precision.
Let us handle your SASU shareholder update — so you can focus on running and expanding your business in France.
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Understanding the Addition of a Shareholder in a French SASU
Can a foreigner become a shareholder of a SASU (and can they manage it) in France?
Yes. Foreign individuals or legal entities can acquire shares in a SASU and thereby transform it into a SAS (multi-shareholder). A foreigner can also serve as president. The formalities vary mainly with residency plans and nationality, not with the share acquisition itself.
1) Shareholders/Presidents living abroad
If the new shareholder or the president does not reside in France, there is no residence permit requirement solely to hold shares or a mandate. The change can be registered with the RCS (Registre du commerce et des sociétés) remotely.
2) EU/EEA/Swiss citizens
They may freely become shareholders or president. If moving to France, a simple local registration (mairie) may be required after arrival; no residence card is needed.
3) Non-EU residents settling in France
If they plan to live in France, they must hold the appropriate residence permit (e.g., “entrepreneur/profession libérale”, multi-year card, or a relevant Talent permit). Non-compliance can trigger penalties (fines, possible exclusion from the territory).
4) Special treaty cases
Some nationals (e.g., Algeria, Andorra, Monaco) may benefit from specific bilateral rules.
5) Registration with the RCS
Whatever the nationality, once any residence requirements are satisfied (if applicable), the shareholder entry and bylaws update are filed with the RCS, which validates the modification before the change is fully opposable to third parties.
What are the social security implications when a new shareholder enters a SASU?
- President of a SAS/SASU: always assimilé-salarié under the general regime (no unemployment insurance unless a real employment contract exists). Contributions are based on salary only.
- Shareholders (not serving as employees): no social security contributions on mere share ownership. If they receive dividends, these are not subject to TNS contributions (unlike EURL majority-managers) but remain subject to applicable social levies collected with the income tax scheme chosen (e.g., PFU).
If the president resides abroad: coordination depends on EU rules (A1 certificate) or bilateral treaties. Otherwise, French affiliation may apply if remuneration is paid in France.
Key point: in SAS/SASU, dividends do not trigger self-employed (TNS) social charges for majority holders (unlike EURL). Remuneration vs dividends planning is a common optimization topic.
How does adding a shareholder change governance vs staying a SASU?
SASU → SAS means shifting from one decision-maker to several. The bylaws become your tool to organize powers, approvals, and exits.
Governance
- SASU: all powers with the sole shareholder; quick decisions.
- SAS: tailor-made governance (quorums, vetoes, reserved matters, preferred shares). Good for investors/partners.
Liability
- Both limit liability to contributions; lenders may still ask personal guarantees in some cases.
Taxation
- IS by default in both; dividend and remuneration policies can be structured among multiple shareholders.
Social status
- President: assimilé-salarié in either case; shareholders with no employment contract have no payroll charges.
Transferability/investors
- SASU: excellent for starting solo.
- SAS: naturally investor-friendly (share issues, transfer mechanics, vesting, anti-dilution, etc.).
Quick view
Aspect | SASU (before) | SAS (after shareholder added) |
Decision-making | Single decision-maker | Shared; customizable rules |
Funding | Founder-driven | Easier to raise capital |
Bylaws | Simple | Can embed investor terms |
Flexibility | High | Highest (clauses & instruments) |
How does a SAS compare with a sole proprietorship once I add a partner?
Legal personality & liability
- SAS/SASU: separate entity; liability limited to contributions.
- Sole proprietorship: no separate legal entity (despite the “professional estate” shield), closer tie between business and person.
Financing & continuity
- SAS: easier to bring in investors/partners; perpetual continuity via shares.
- Sole proprietorship: funding relies on personal means; activity closely tied to the individual.
Tax & social
- SAS: corporate tax (IS) by default; president is assimilé-salarié.
- Sole proprietorship: taxed under IR; entrepreneur is self-employed for social purposes.
Bottom line: If you plan to grow, share equity, or fundraise, the SAS structure is more credible and flexible than a sole proprietorship.
Adding a shareholder to a SASU — what changes for your company?
Legal form
Once an additional shareholder joins, your SASU automatically becomes a SAS (Société par Actions Simplifiée).
Governance
You’ll need to update the bylaws to define new voting rights, profit-sharing, and decision-making rules.
Tax & compliance
The company’s tax regime remains unchanged, but new filings must be made with the French Business Registry (RCS) and the UBO register.
Practical impact
Your company gains flexibility for future investors, partnerships, or capital increases — while maintaining limited liability.
What is the minimum contribution to add a shareholder to a SASU?
There is no statutory minimum for the amount the new shareholder must contribute; you can introduce a partner by transferring existing shares or via a capital increase with new shares.
- Share transfer (cession d’actions): price is freely set by the parties; check any approval (agrément) or pre-emption clauses (you may add them when moving from SASU to SAS).
- Capital increase (cash): at subscription, at least 50% of the nominal of cash contributions must generally be paid, with the balance within 5 years. A share premium can be added to reflect company value.
- Capital increase (in-kind): assets contributed (IP, equipment, receivables, etc.) may require a commissaire aux apports (contribution auditor) unless legal thresholds and conditions for waiver are met. Proper valuation is essential to avoid later liability.
Practical tip: even though a very small amount is legally possible, a credible contribution (or coherent price for transfers) reassures banks, partners, and future investors.
Where can my SAS/SASU set its registered office when adding a shareholder?
The registered office (siège social) options remain the same before and after the addition:
- Owned or leased premises: provide title or commercial lease.
- President’s (or manager’s) home: possible under legal and lease/co-ownership limits (often time-limited in large cities and without receiving clients/stock).
- Domiciliation company: approved providers offer professional addresses and mail services.
- Parent company’s premises: allowed where one entity has lawful enjoyment of the premises.
Risks if mismanaged: non-renewed temporary domiciliation may cause strike-off; breaching lease/co-ownership rules may lead to termination; using an unapproved domiciliation provider exposes you to fines. Choose an address that balances cost, compliance, and credibility.
What taxes will my SAS/SASU pay after adding a shareholder?
A SASU/SAS is by default subject to corporate tax (IS).
- Corporate tax (IS)
- 15% on the first €42,500 of annual profits (if conditions are met: fully paid-up capital, turnover thresholds, qualifying shareholding).
- 25% on profits above that.
- Dividends paid to individuals are typically taxed under the flat tax (PFU) 30% (12.8% income tax + 17.2% social levies) unless the shareholder opts for the progressive scale, subject to conditions.
- Other taxes/duties
- VAT (TVA): standard 20% (or 10%/5.5%/2.1% depending on goods/services); small-business exemptions may apply.
- CFE (business property tax): due annually.
- Registration duties: may arise on certain share transfers (generally modest on SAS shares) or capital operations.
Bottom line: Moving from SASU to SAS doesn’t change the IS default. What changes is your equity structure—with options for capital increases and dividend policies adapted to multiple shareholders.
How does a SAS compare with a sole proprietorship once I add a partner?
Legal personality & liability
- SAS/SASU: separate entity; liability limited to contributions.
- Sole proprietorship: no separate legal entity (despite the “professional estate” shield), closer tie between business and person.
Financing & continuity
- SAS: easier to bring in investors/partners; perpetual continuity via shares.
- Sole proprietorship: funding relies on personal means; activity closely tied to the individual.
Tax & social
- SAS: corporate tax (IS) by default; president is assimilé-salarié.
- Sole proprietorship: taxed under IR; entrepreneur is self-employed for social purposes.
Bottom line: If you plan to grow, share equity, or fundraise, the SAS structure is more credible and flexible than a sole proprietorship.It depends on legal form and shareholding:
- SAS/SASU President → Assimilé-salarié (employee-like) coverage under the general regime (no unemployment insurance unless a real employment contract exists). Contributions are higher, coverage is broader.
- SARL/EURL majority Gérant (including the sole-shareholder manager) → TNS (self-employed) scheme. Contributions are lower on average, coverage thinner than assimilé-salarié.
- Non-shareholder Gérant of SARL/EURL → generally assimilé-salarié.
- Managers living outside France → affiliation relies on residence and treaties. EU/EEA/Swiss residents may keep home-state coverage with an A1 certificate; otherwise French affiliation rules apply. Non-EU residents often fall under French TNS (for majority gérants) or assimilé-salarié (for non-shareholder gérants), subject to treaties.
Key rule: a majority gérant cannot cumulate a corporate mandate with an employment contract in the same company for the same functions.
Practical roadmap: add a shareholder in 5 steps
- Choose the path: share transfer (from existing owner) or capital increase (new shares).
- Draft & approve: shareholder’s decision, transfer/subscription docs, and bylaws update.
- Put in place a shareholders’ agreement: crucial to prevent deadlocks and disputes.
- Publish: legal notice in a journal d’annonces légales.
- File: complete dossier (updated bylaws, decision, evidence of transfer/payment, publication certificate, M2).
- Receive: updated Kbis confirming the new shareholding (SAS).
Put in Place a Shareholders' Agreement
Let our French lawyers manage every step of putting your shareholders’ agreement in place — ensuring clarity, compliance, and long-term protection for all partners while avoiding deadlocks and conflicts.
More About Add a Shareholder to a SASU
Can legal entities become new shareholders in a SAS?
Yes. Both individuals and legal entities (companies) can become shareholders when a SASU transforms into a SAS.
What documents will I need?
You’ll need:
– Updated bylaws
– Shareholder decision
– Share transfer or subscription forms
– Proof of funds
– Registry filing documents
Is a statutory auditor required?
Only if the company crosses legal thresholds for turnover, assets, or staff — otherwise, no auditor is needed.
How long does the process take?
On average, 5–7 business days from document preparation to the updated Kbis registration.
Can I add a shareholder remotely?
Yes. All documents and filings can be handled digitally with e-signatures and secure online verification.
What are the typical costs?
- Our flat legal fee applies, plus standard registry and publication fees — no hidden extras.
Do I need to update the UBO declaration?
Yes. Any change in ownership must be declared to the Beneficial Ownership Register.
Does this change my company’s legal form?
Yes. Once a second shareholder is added, your SASU automatically becomes a SAS.
