We Offer Strategic Legal Services
Add a Shareholder in an EURL (French Single-Member Limited Liability Company)
Expand your French EURL safely and efficiently. Our corporate lawyers and trained paralegals handle the entire legal transformation — drafting the amendment to the articles of association, formalizing the share transfer or capital increase, updating the company register, and filing with the Commercial Court until your new multi-shareholder SARL is fully registered.
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What Does It Mean to add a Shareholder to an EURL?
Adding a shareholder transforms your EURL (Entreprise Unipersonnelle à Responsabilité Limitée) into a SARL (Société à Responsabilité Limitée). This transition allows your company to open its capital, attract investment, and bring in strategic or operational partners — without losing limited-liability protection.
In practical terms, a second SARL shareholder can be introduced either through a share transfer (sale or donation of existing shares) or a capital increase (creating new shares to be subscribed by the newcomer). The process requires amending the bylaws and registering the modification with the Commercial Court (Greffe).
Advantages:
New partners, new resources: open the company to co-founders, investors, or family members.
Capital growth: reinforce the company’s financial structure through a share issue.
Credibility boost: a multi-partner SARL inspires more confidence with banks and suppliers.
Continuity and governance: formal rules on decision-making between partners protect everyone’s rights.
Preserved liability: despite multiple owners, liability remains limited to contributions.
How to Add a Shareholder to an EURL in France?
Our firm streamlines the full legal procedure in five simple steps:
Assessment & Information Gathering
We review your company’s current status, capitalization, and shareholder structure. You provide the Kbis extract, articles of association, and details of the incoming shareholder (identity, contribution type, and amount).
Drafting the Legal Documentation
Our lawyers prepare the amendment to the articles of association, the share transfer or capital increase deed, the partners’ decision record, and the publication notice for the legal gazette.
Preparing a Shareholders’ Agreement
In a French SARL with several shareholders, a shareholders’ agreement is vital to prevent disputes and define clear rules on governance, voting, and share transfers. At FrenchCo.Lawyer, we draft tailored agreements that protect partners’ interests and ensure lasting corporate stability.
Filing with the Trade Registry
We compile and file the complete dossier — amended bylaws, minutes, proof of publication, and registry forms — with the Greffe du Tribunal de Commerce for registration.
Capital or Share Transfer Execution
Depending on whether the new partner acquires or subscribes shares, we coordinate the transaction, assist with notary or bank certificates, and update the shareholders’ register accordingly.
Delivery of the Updated Kbis
Once validated, we send you the updated Kbis extract showing the new shareholding structure and official recognition as a SARL.
Why Choose FrenchCo.lawyer?
Because every modification of shareholding has tax, social, and corporate consequences. Our registered French lawyers handle compliance and drafting, while experienced paralegals manage all filings — ensuring full legal security, quick turnaround, and transparent communication.
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What We Need From You to Add a Shareholder to an EURL ?
To process the transformation efficiently, please provide:
Existing Company Documents
Latest Kbis, articles of association, and shareholders’ register.
Information About the New Shareholder
Identity, address, and proof of contribution (cash or in-kind).
Transfer or Subscription Details
Sale price or capital amount, payment proof, and related agreements.
Manager’s Information
If the management structure changes, provide the new appointment act and identification.
Registered Office Evidence
Lease, domiciliation contract, or ownership deed (if not already on file).
And Then?
Once all elements are collected, our team drafts, publishes, and files every required document. You receive the amended Kbis extract confirming that your company is now a SARL with multiple shareholders.
Add a Shareholder – Simple Process, Clear Budget
Flat legal fee starting from €899 excl. taxes
Additional mandatory costs: publication in the official legal gazette + court registry filing fees
No hidden costs, no surprises
Our promise:
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 Expansion
Fast and accurate process: From preparing the transfer or capital increase documents to registering the change with the Commercial Court, every step is managed efficiently and precisely.
Legally compliant filings: All procedures strictly follow French company law, ensuring that each shareholder addition meets current regulatory requirements.
Clear and protective drafting: Our lawyers prepare documents that clearly define ownership rights and prevent future disputes between shareholders.
Professional legal oversight: All work is handled and reviewed by licensed French lawyers, ensuring full compliance, confidentiality, and accountability.
Let us manage the legal formalities of adding a shareholder to your EURL — so you can focus on developing your business with confidence.
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Understanding the Addition of a Shareholder in an EURL
Can a foreign investor become a shareholder in a French EURL?
Yes. Both EU and non-EU nationals can invest in or become shareholders of a French EURL. However, adding a shareholder transforms the EURL into a SARL (Société à Responsabilité Limitée).
Foreign individuals or entities can freely acquire shares or participate in a capital increase.
- If residing abroad, no residence permit is needed — all filings can be handled remotely.
- If residing in France, non-EU nationals must hold a valid residence permit allowing business management or investment in case they also contemplate to serve as legal representative of the company in which they acquire shares.
Once the modification is registered with the Registre du Commerce et des Sociétés (RCS), the new shareholder becomes officially recognized.
How can a new shareholder join an EURL?
There are two main legal mechanisms to add a shareholder:
- Share transfer: the sole shareholder sells or donates part of their existing shares to another person or entity.
- Capital increase: new shares are created and subscribed by the incoming shareholder, increasing the company’s capital.
Both operations require amending the articles of association, publishing a notice in a legal gazette, and filing the new structure with the Commercial Court Registry. Once completed, the EURL automatically becomes a SARL.
What formalities are required when adding a shareholder?
The process involves several coordinated legal steps:
- Drafting the share transfer deed or capital increase act.
- Preparing a shareholders’ agreement defining the rights and obligations of all shareholders, coprorate goverance and exit mechanisms (not mandatory but strongly recommended)
- Preparing the extraordinary decision of the sole shareholder approving the modification.
- Updating the articles of association to reflect the new capital and number of shareholders.
- Publishing a notice of modification in an approved journal.
- Filing the complete dossier (amended bylaws, minutes, publication proof, registry forms) with the RCS.
After validation, a new Kbis extract showing both shareholders is issued by the Commercial Court.
Are there taxes or registration duties on adding a shareholder?
Yes, but they vary depending on the operation:
Share transfer: subject to registration duties (usually 3% of the transfer value after a €23,000 allowance).
Capital increase: exempt from registration duties but may involve notary or valuation costs if in-kind contributions are made.
In both cases, publication and registry filing fees are mandatory.
It is advisable to seek tax guidance when large amounts or foreign transfers are involved, as specific exemptions may apply under international tax treaties.
What happens to management when a new shareholder joins?
Adding a shareholder does not automatically change the manager (gérant) of the company. The existing manager can continue unless the partners decide otherwise.
However, the arrival of new associates usually requires adopting new governance rules in the bylaws — defining majority thresholds, voting rights, and profit distribution.
Our lawyers ensure the transition from EURL to SARL is fully compliant with French company law (Articles L. 223-1 et seq. of the Code de commerce).
Can the new shareholder be a foreign company?
Absolutely. A foreign legal entity can become a shareholder in a French EURL, subject to providing:
- A certificate of incorporation (translated into French if needed).
- Proof of legal existence and registered address.
A copy of the decision authorizing the investment if required by its own national law.
Once the documents are verified, the company may hold shares and appoint representatives to attend meetings or manage the investment.
What are the main legal consequences of adding a shareholder?
- Once a second shareholder is added:
- The EURL automatically becomes a SARL by operation of law.
- The company’s bylaws must be amended accordingly.
- A register of partners is established to record share ownership.
- New governance rules and decisions are adopted collectively.
- It is strongly recommended to put in place a shareholders’ agreement to define governance rules, share transfers, voting rights, and exit procedures. It complements the articles of association. Without a shareholders’ agreement, disagreements can easily escalate into deadlock.
Adding a new shareholder to an existing EURL can strengthen the company’s financial credibility and improve access to financing, but it also introduces shared decision-making obligations and potential risks for the original owner. To structure the process securely and anticipate all legal consequences, get proper guidance from the lawyers at FrenchCo.Lawyer.
How long does the process take to add a shareholder?
The average timeframe ranges from 7 to 15 working days, depending on the completeness of documents and court processing speed.
Our team ensures each stage — drafting, publication, filing, and registry validation — is executed seamlessly.
Once approved, you receive an updated Kbis extract showing the multi-shareholder status.
Is there a minimum or maximum number of shareholders after modification?
A SARL formed from an EURL can have between 2 and 100 shareholders.
If more than 100 shareholders join, the company must change legal form (typically into a SAS).
This flexibility allows gradual capital expansion without structural risk.
Why should I use a law firm to add a shareholder to an EURL?
Because each modification involves multiple legal, tax, and registry steps that must be perfectly coordinated to avoid rejection or penalties.
A French law firm ensures:
- Full compliance with corporate and tax laws,
- Proper drafting of legal documents and shareholder acts,
- Correct registration and publication with French authorities,
- And a legally enforceable transition from EURL to SARL.
At FrenchCo.lawyer, all procedures are handled by licensed lawyers and paralegals, guaranteeing reliability, speed, and peace of mind.
Put in Place a Shareholders' Agreement
Let our French lawyers handle everything — from drafting the shareholders’ agreement to updating company records, ensuring clarity, fairness, and preventing future deadlock or conflict.
More About Adding a Shareholder in an EURL
Can I add a new shareholder to my EURL?
Yes. French companies can be wholly or partly owned by other companies (French or foreign).
This is common for subsidiaries and group structuring because it provides clear control, tax planning options under IS, and full legal separation with its own Kbis, bank account, and liabilities.
What documents are required to add a shareholder?
You will need the Articles of Association, a share transfer or capital increase agreement, an updated shareholder register, and a general meeting resolution confirming the change. Proof of identity for each shareholder is also required.
Do I have to update the company’s Articles?
Yes. The Articles of Association must be amended to reflect the new ownership structure, distribution of shares, and voting rights. These updates are then filed with the French company registry.
How long does the process take?
In most cases, the process takes around one to two weeks once the documentation is signed and approved. Timing may vary slightly depending on the local commercial court.
Can the new shareholder be a company?
Yes. Both individuals and legal entities, whether French or foreign, may become shareholders in an EURL that transitions to a SARL.
Can I complete the process remotely?
Yes. The entire procedure can be managed online through secure digital signatures and remote filings with the registry. This is especially useful for shareholders based abroad.
What are the typical legal costs?
Costs vary depending on whether the new shareholder joins through a transfer of shares or a capital increase. Our fixed legal fee covers all drafting, filing, and publication requirements.
Will the company receive a new Kbis extract?
Yes. Once the addition is approved and filed, a new Kbis extract is issued showing the updated ownership structure and shareholder information.
Can the company return to single ownership later?
Yes. A shareholder can later transfer or redeem their shares, returning the company to single ownership (EURL status), provided the legal formalities are followed correctly.
