We Offer Strategic Legal Services
Issue Bonds in an EURL (French Sole-Shareholder Limited Liability Company)
Raise capital for your business through a bond issue managed entirely by our French corporate lawyers and paralegals. We handle everything — drafting bond resolutions, preparing the issuance documentation, ensuring compliance with French company law, and filing the operation with the competent registry — so your EURL can finance its growth securely and lawfully.
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What is a Bond Issuance by an EURL?
A bond issue (“émission d’obligations”) allows an EURL to borrow funds from investors or third parties without changing its share capital. Instead of granting ownership rights, bonds create a debt instrument: the company promises to repay the borrowed amount at maturity, with or without interest.
While bond issuance is traditionally used by larger companies, French law authorizes even limited liability companies (SARL and EURL) to issue bonds under certain conditions (Articles L. 223-11 and L. 228-39 of the French Commercial Code).
This makes it an increasingly attractive financing tool for growing entrepreneurs seeking alternatives to bank loans.
Advantages:
Alternative Financing: obtain medium- or long-term funds without opening capital to new shareholders.
Preserved Control: the sole shareholder retains 100% ownership and voting rights.
Flexible Conditions: repayment terms, maturity, and interest rate are freely set in the issuance agreement.
Attractive for Investors: secured or unsecured bonds can be tailored to investor profiles.
Legal Credibility: fully compliant operation validated by a notary or lawyer, enhancing trust with lenders and partners.
By issuing bonds, an EURL can raise funds for expansion, equipment, or restructuring — while maintaining complete independence and ownership stability.
How to Issue Bonds in an EURL in France?
Issuing bonds is a regulated process, but with FrenchCo.lawyer, it becomes clear and efficient.
Legal Feasibility Assessment
Our lawyers verify that your EURL meets the statutory requirements (fully paid-up capital, recent financial statements, compliance with prior filings).
Drafting Bond Documentation
We prepare the legal resolution authorizing the issue, the bond agreement, and the investor information note, all compliant with French law.
Structuring the Issue
We help define the total amount, nominal value, interest rate, repayment schedule, and any guarantees attached to the bonds.
Filing and Publication
The operation is published in an official legal gazette and filed with the Commercial Court Registry, ensuring legal enforceability and transparency.
Delivery of Legal Proof
You receive certified copies of the shareholder decision, bond issuance documents, and updated company extracts confirming the registration of the operation.
Why Choose FrenchCo.lawyer?
Bond issuance by a limited liability company requires technical legal drafting and perfect compliance with financial disclosure rules. At FrenchCo.lawyer, our team of registered French lawyers and trained paralegals ensures your operation is structured, secure, and recognized by the authorities and investors alike. We combine legal precision with practical efficiency, so you can access financing quickly — without risking procedural errors or invalid filings.
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What We Need From You to Issue Bonds for Your EURL ?
To prepare and register your bond issuance, we will ask you to provide:
Company Information
Latest Kbis extract, current bylaws, and recent financial statements.
Sole Shareholder Decision
Draft or approval authorizing the issue, including amount, type, and maturity of the bonds.
Bond Terms
Details about nominal value, interest rate, repayment method, and any guarantees offered.
Investor Identification
If the issue is private (non-public), names and addresses of subscribers or lenders.
Supporting Documentation
Any agreements or collateral documentation to be referenced in the issuance.
And Then?
Once these elements are received, our lawyers draft, publish, and file all required documents with the Commercial Court Registry. You receive official confirmation of registration and certified copies, allowing you to legally proceed with the bond issuance and disbursement of funds.
Issue Bonds in an EURL – Simple Process, Clear Budget
Flat legal fee starting from €1,200 excl. taxes*
Additional mandatory costs: publication in the official legal gazette + court registry fees
No hidden costs, no 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 Bond Issuance
Fast and reliable process: From structuring to filing, we manage every step swiftly and compliantly.
Legally compliant documents: All acts are prepared by French lawyers under current regulations.
Protective drafting: Bond terms are built to secure your control and protect investors’ rights.
Smart structuring: We tailor each issuance to strengthen your EURL’s financing strategy.
Let us manage your EURL’s bond issuance — so you can focus on expanding your business with confidence.
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Understanding Bond Issuance by a French EURL
Can an EURL issue bonds in France?
Yes. An EURL (the single-member form of a SARL) may issue bonds (“obligations”) to raise debt finance, provided legal prerequisites are met (e.g., proper shareholder authorization, compliant documentation, and required filings/publications). Bonds are debt instruments—no voting rights are granted to investors.
Can a foreign-owned EURL issue bonds and can the manager live abroad?
Yes on both counts. An EURL wholly owned by a foreign individual or company can issue bonds. The manager (gérant) may reside outside France. The key is that the decision documents, investor information, and registry filings comply with French company law; residence status does not, by itself, block the issuance.
Is there a minimum share capital to issue bonds?
No statutory minimum for EURLs just to issue bonds. However, market practice matters: very low capital can undermine investor confidence and may trigger stricter covenants or collateral demands. Some conditions (e.g., paid-up capital, up-to-date accounts) are typically verified before proceeding.
Does the registered office affect a bond issue? Where can it be located?
Your siège social can be in owned/rented premises, at a domiciliation company, or at the manager’s address (subject to rules). For bonds, the practical impact is administrative: it determines the competent registry and where legal notices are tied. Use a location that’s compliant and credible to investors and banks.
What approvals and corporate documents are required?
Typically:
- Sole shareholder decision authorizing the issue (amount, type, interest, maturity, potential security, conversion features if any).
- Issuance terms (bond agreement/terms & conditions).
- Investor information note (private placement).
Publication in a legal gazette and filing with the Commercial Court Registry (RCS) where required.
If the bonds are convertible or give access to capital, add resolutions enabling future capital increases and related statutory updates.
What filings/publications are involved?
For a private placement: publication of a legal notice, appropriate RCS filings (to registrar/INPI formalities platform), and registration/notation for any security interests. If convertible, additional filings for the authorized capital mechanics.
Bonds vs bank loan vs capital increase—how do they compare?
Aspect | Bonds | Bank Loan | Capital Increase |
Ownership dilution | None (debt) | None | Yes |
Pricing | Market-driven; can be flexible | Bank margin + conditions | No interest, but shares dilute |
Covenants | Negotiated; can be light to tight | Bank-style; often tight | Corporate governance changes possible |
Flexibility | High (tailored terms) | Medium | Low once issued |
Cash impact | Interest + principal at maturity/schedule | Amortization + interest | No debt service; dividends optional |
Investor perception | Capital-markets style discipline | Bank relationship | Long-term equity strength |
Public offer vs private placement: what’s allowed for an EURL?
EURLs generally raise funds via private placements (professional/qualified investors or a small circle of subscribers) to avoid prospectus/public-offer constraints. A public offering to the general market triggers securities-law requirements (e.g., prospectus rules) that are typically disproportionate for small companies.
Can an EURL issue secured bonds?
Yes. You can attach collateral (e.g., pledges over receivables, bank accounts, equipment; possible parent guarantees). The package is set in the issuance terms. Secured bonds can materially improve pricing but raise documentation and registration formalities.
May an EURL issue convertible bonds?
Usually yes, if the bylaws permit and the sole shareholder passes the necessary resolutions (including the authority to increase share capital upon conversion). Expect additional drafting and, if conversion occurs, updates to bylaws and filings.
What are the tax considerations on interest?
- At company level: Interest is generally deductible if the debt is genuine, arm’s-length, and within French limitations (e.g., interest-deduction caps based on EBITDA, anti-hybrid/related-party rules).
At investor level: French withholding tax on ordinary bond interest is typically not levied under domestic law for non-resident lenders in standard cases, but exceptions exist (and tax treaties may apply). A tax review is essential to confirm treatment for your deal.
Does issuing bonds change the manager’s social security contributions?
No direct change. Bonds are company debt. The gérant’s social regime (TNS vs assimilé-salarié) follows their status and remuneration, not the existence of bond interest. Only if the manager personally subscribes to the bonds could separate tax/benefit issues arise—this needs bespoke advice.
What investor protections and covenants are common?
Investors typically seek:
- Financial covenants (e.g., leverage/coverage).
- Information undertakings (regular financials).
- Negative pledges / restrictions on new debt or disposals.
- Events of default (non-payment, insolvency, covenant breaches).
Security/guarantees where appropriate.
What information will counsel ask from me to start?
- Latest Kbis, current bylaws, and financial statements.
- Draft shareholder resolution (or instructions to prepare it).
- Deal terms: amount, maturity, interest, repayment/early redemption, security.
- Subscribers list (if known) and KYC details.
Any group guarantees or collateral documents.
Typical steps to completion (what happens, in order)?
- Feasibility & structuring (legal and tax checks).
- Drafting (resolutions, terms & conditions, investor note, security docs).
- Sole-shareholder approval and signature packages.
- Publication & RCS filings; register any security.
- Closing: subscriptions, funds flow, deliverables to investors.
Post-closing: corporate records and compliance housekeeping.
Common pitfalls to avoid
- Authorizing documents that don’t match the final terms.
- Under-disclosing risks to investors.
- Ignoring interest-deduction limits or related-party pricing rules.
- Skipping security perfection or required filings.
Issue Bonds in Your EURL
Let our French lawyers & paralegals
handle the full bond issuance process for you.
More About Issuing Bonds in an EURL
Can an EURL issue bonds?
Yes — an EURL can issue bonds to raise funds without giving up ownership. It’s a powerful financing tool when share capital is fully paid and accounts are approved
Who can subscribe to EURL bonds?
Investors can be individuals, financial institutions, or other companies. Each issue can be tailored to your strategy and investor profile.
Do I need legal authorization?
Most SAS/SARL do not require an auditor at creation. Appointment becomes mandatory if thresholds (size/turnover/balance sheet, or group criteria) are exceeded or specific legal events occur. Many SMEs incorporate without one and appoint later if needed.
What documents are required?
You’ll need a formal decision authorizing the issue, investor details, subscription agreements, and registry filing documents — all prepared by our lawyers.
Can I issue bonds remotely?
Absolutely. We handle every step online — from drafting to filing — so you can raise capital from anywhere.
How long does the process take?
Typically 7–10 business days once documents and approvals are complete.
What are the costs involved?
We offer clear, flat-fee pricing based on the complexity of your bond issue, with no hidden fees or extras.
Can the bonds be converted later?
Yes. Convertible bonds can later become shares, offering flexibility for future growth or restructuring.
