We Offer Strategic Legal Services
Increase Capital in a SAS (French Simplified Joint-Stock Company)
Increase your company’s capital with full legal security.
Our French corporate lawyers and paralegals handle everything from start to finish — drafting the shareholder resolutions, updating the bylaws, managing contributions (cash or in-kind), completing all filings, and delivering your updated Kbis extract from the Commercial Court Registry.
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What is a Capital Increase in a SAS ?
A capital increase allows a Société par Actions Simplifiée (SAS) to strengthen its equity, finance growth, bring in new shareholders, or restore its financial balance after losses.
The operation can take several forms — cash contribution, contribution in kind, incorporation of reserves, or conversion of debt — each requiring strict compliance with French corporate law and the company’s bylaws.
Raising share capital not only improves the company’s credibility with partners and investors but also signals stability and long-term commitment. It is a strategic move often required before fundraising, loan negotiations, or expansion projects.
Advantages:
Financial reinforcement: improves solvency and borrowing capacity.
Investor confidence: higher capital reassures partners, clients, and banks.
Strategic flexibility: can open ownership to new investors or partners.
Tax benefits: certain capital increases may grant corporate tax or investment relief.
Control retention: tailor the process to maintain decision power while increasing equity.
A well-structured capital increase helps your SAS grow while keeping legal and fiscal compliance firmly under control.
How to Increase the Capital of a SAS in France?
Our firm ensures a secure, compliant, and timely process through these five steps:
Review of Legal and Financial Situation
We analyze your company’s bylaws, last balance sheet, and shareholder structure to determine the most appropriate form of increase: cash, in-kind, reserves incorporation, or debt conversion.
Drafting Legal Documentation
Our lawyers prepare the shareholder resolutions approving the increase, the report of the president (and statutory auditor, if required), and the updated version of the bylaws.
Managing Contributions
We supervise the deposit of funds into the blocked company account (for cash contributions), coordinate valuation reports for in-kind contributions, and verify the issuance of new shares.
Filing and Publication
All formalities are handled: publication in the Journal d’Annonces Légales, filing the complete dossier with the Commercial Court Registry, and updating the beneficial ownership declaration.
Delivery of Updated Kbis
Once approved by the Registry, we provide your new Kbis extract showing the increased share capital and updated corporate details.
Why Choose FrenchCo.lawyer ?
Our French corporate lawyers and paralegals ensure that each step — from drafting to filing — complies strictly with the Commercial Code and your company’s bylaws. You benefit from expert legal oversight, transparent fees, and peace of mind knowing your SAS capital increase is fully compliant and recognized by the Registry.
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What We Need From You to Increase the Capital of Your SAS ?
To perform the increase efficiently, please prepare the following information and documents:
Company Information
Current corporate name, SIREN number, and registered office address.
Shareholders’ Details
Identity and ownership percentages of existing shareholders, and — if applicable — identity of new investors.
Proposed Capital Increase
Form of contribution (cash, in-kind, reserves, debt conversion) and intended amount.
Financial Statements
Most recent approved accounts and any auditor or accountant report related to the company’s net assets.
Bank or Valuation Certificate
Proof of deposit for cash contributions or valuation report for non-cash contributions (if required).
And Then?
Once we receive your information, our lawyers take care of the entire process: preparing the documentation, supervising deposits or valuations, completing the filing, and obtaining your updated Kbis extract confirming the new capital structure.
Increase the Capital of a SAS – Simple Process, Clear Budget
Flat legal fee starting from €899 excl. taxes*
Additional mandatory costs: publication in the legal gazette + court registry filing fees
No hidden costs, no unpleasant surprises.
Our commitment:
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 Capital Increases
Fast and compliant: From shareholder approval to Kbis update, we handle every step efficiently.
Legally secure: All filings comply with the French Commercial Code and registry rules.
Tailored drafting: Each increase is structured to fit your company’s growth strategy.
Lawyer-supervised: Every procedure is managed by licensed French lawyers for full compliance.
Let us manage your SAS capital increase — so you can focus on expanding your business.
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Understanding the Capital Increase of a French SAS
What does a capital increase mean for a SAS?
A capital increase in a Société par Actions Simplifiée (SAS) consists in raising the company’s registered share capital to strengthen its equity, bring in new investors, or rebalance the financial structure after losses.
It results in issuing new shares or raising the nominal value of existing shares, depending on the company’s needs.
This operation must be approved by the shareholders and duly registered with the Registre du commerce et des sociétés (RCS).
There are four main forms of capital increase:
- In cash (numéraire): existing or new shareholders contribute fresh funds.
- In kind (apport en nature): assets such as equipment, IP rights, or property are contributed.
- By incorporation of reserves: the company converts retained earnings or reserves into share capital.
- By conversion of debt: a creditor (often a shareholder or partner) converts part of a loan into shares.
Why increase the capital of a SAS?
A capital increase is both a strategic and legal decision.
It allows the company to:
- Finance new investments or projects.
- Strengthen its solvency and borrowing capacity.
- Facilitate the entry of investors or business partners.
- Improve the company’s credibility with banks and suppliers.
- Restore equity if losses exceed half of the capital (C. com., art. L. 225-248).
In practice, it is one of the most common restructuring operations for growth-oriented or investor-backed SAS companies.
Who decides on a capital increase?
In a SAS, the bylaws determine which body has the power to decide a capital increase.
Commonly, it is the extraordinary shareholders’ meeting, unless the bylaws authorize the president to decide within a set limit.
However, certain operations — especially those that alter shareholder rights — must always be approved collectively.
This flexibility is one of the hallmarks of the SAS regime: the procedure is customized according to internal governance rules.
How does the process of increasing share capital work in a SAS?
The operation follows several legal and administrative steps:
- Decision to increase: The competent body (shareholders or president) adopts a resolution defining the method, amount, and subscription conditions.
- Subscription and payment: Funds or assets are contributed and, if applicable, deposited into a blocked account or evaluated by a commissaire aux apports.
- Update of the bylaws: The new capital figure replaces the old one in Article 7 (Capital social) of the company’s statutes.
- Legal formalities: The company must publish a notice in a Journal d’Annonces Légales and file all documents with the Commercial Court Registry (greffe du tribunal de commerce).
- Issuance of updated Kbis extract: Once approved, the RCS issues a new Kbis showing the increased capital.
Can a foreign shareholder participate in a capital increase?
Yes.
There are no nationality restrictions under French law. Both French and foreign individuals or entities can subscribe to new shares, provided they comply with anti-money laundering (AML) requirements and provide identification documents.
Foreign investors may also contribute in foreign currency, but the contribution must be converted into euros for registration purposes.
If the foreign investor is a non-resident, their rights and obligations are identical to those of resident shareholders.
However, if the investment exceeds certain thresholds, a prior foreign investment declaration to the French Treasury (Direction Générale du Trésor) may be required — especially for sectors affecting public order, defense, or national security.
What happens after the capital increase is completed?
Once the new Kbis extract is issued, the SAS must:
- Update all legal and commercial documents (invoices, website, contracts, letterhead).
- Notify partners, banks, and tax authorities of the new capital amount.
- Adjust internal registers, including the registre des mouvements de titres.
The company can then operate under its new capital structure and, if applicable, distribute new shares or modify voting rights accordingly.
Is a statutory auditor (commissaire aux apports) required?
A commissaire aux apports (valuation auditor) is mandatory in certain situations:
- When the company receives in-kind contributions whose value exceeds €30,000.
- When the total value of all in-kind contributions exceeds half of the company’s capital.
- In case of debt conversion, where the value of the claim must be verified.
If none of these thresholds are met, shareholders may unanimously decide to waive the appointment.
Still, using a professional auditor is highly recommended for transparency and future due diligence.
How much capital should be increased?
There is no legal minimum or maximum for a SAS capital increase.
The amount depends on the company’s strategic goals, financing needs, and investor interest.
A symbolic increase may serve legal compliance (e.g., restoring equity), while a major increase can attract investors or facilitate a merger.
From a legal standpoint, each shareholder’s shareholding and voting rights are adjusted proportionally to their contribution unless otherwise agreed.
How are new shares issued and subscribed?
When increasing capital through new shares, the process involves:
- Pre-emptive right of existing shareholders:
Unless waived, current shareholders have priority to subscribe to new shares proportionally to their existing holdings. - Subscription period:
A deadline is fixed by the company for shareholders or new investors to subscribe and pay. - Payment of contributions:
- For cash increases: at least 50% of the subscription amount must be paid upfront (the rest within 5 years).
- For in-kind contributions: the assets are transferred immediately upon registration.
The president then certifies the completion of subscriptions and the effective increase of capital.
What legal documents must be prepared?
To formalize the increase, the following documents are required:
- Shareholder resolution approving the increase.
- President’s report describing reasons and terms.
- Updated bylaws (statuts mis à jour).
- Bank certificate of deposit (for cash).
- Auditor’s report (for in-kind or debt conversion).
- Proof of publication in the legal gazette (attestation de parution).
- M2 form filed with the Commercial Court.
Failure to submit a complete dossier can delay registration or invalidate the operation.
How long does a capital increase take?
A standard SAS capital increase takes 2 to 4 weeks once all documents are gathered.
This may vary depending on the method used:
- Cash increase: generally faster (7–15 days once funds are deposited).
- In-kind contribution: longer if an auditor must be appointed (2–4 weeks).
Complex operations (debt conversion or new investors): may require additional review and regulatory filings.
What taxes or fees apply to a capital increase?
Capital increases are not subject to corporate tax but incur certain administrative fees:
- Publication cost in a Journal d’Annonces Légales: €150–€200.
- Registry fees: around €70–€100.
- Auditor or lawyer fees (variable by complexity).
Contributions in kind may trigger registration duties in some cases (e.g., real estate or goodwill).
However, most purely financial increases are exempt.
What are the risks of an improperly executed capital increase?
Improperly handled increases can result in:
- Registry refusal (if procedural or documentary errors exist).
- Tax consequences, if contributions are incorrectly valued.
- Shareholder disputes, if dilution or rights breaches occur.
- Personal liability of the president for mismanagement.
Hence the importance of legal oversight — drafting, compliance, and registration must be executed by qualified professionals.
Increase the Capital of Your SAS
Let our French lawyers & paralegals
handle the entire process — from drafting to filing.
More About Increasing the Capital of a SAS
Can a SAS have multiple capital increases?
Yes. A SAS may increase its share capital several times through cash contributions, incorporation of reserves, or by issuing new shares. Each operation must be approved by the shareholders and reflected in amended bylaws.
What documents are required?
You’ll need updated bylaws, a shareholders’ resolution, a statutory auditor’s report (if applicable), bank proof of funds (for cash contributions), and the filing forms for the Trade and Companies Registry.
Is a statutory auditor required?
Only if contributions in kind exceed €30,000 or represent more than half of the capital increase, or if the company already has an auditor appointed.
How long does the process take?
Typically 2 to 3 weeks, depending on the contribution type and the time needed for bank and registry validation.
Can the increase be done remotely?
Yes. The entire process — from drafting resolutions to registry filing — can be completed remotely with electronic signatures and scanned supporting documents.
What are the usual costs?
Costs include legal fees, registry fees, and publication fees in a legal gazette. Legal fees depend on the complexity and number of shareholders involved.
What about UBO (beneficial ownership) compliance?
Any change in shareholding or capital amount must be updated in the UBO register to maintain compliance with anti-money-laundering regulations.
Can shareholders’ rights change after a capital increase?
Yes. New shares may alter voting rights or profit distribution. Shareholders can agree on specific rights through the issuance terms or an amendment to the shareholders’ agreement.
