We Offer Strategic Legal Services
Issue Ordinary Shares in a SASU in France
Increase your company’s flexibility and strengthen its capital structure.
Our French corporate lawyers and paralegals handle the entire share-issuance process — from drafting the shareholder’s decision to updating the bylaws, preparing subscription forms, completing all filings, and delivering your updated Kbis extract confirming the new share issue.
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What is the Issuance of Ordinary Shares in a SASU in France?
Issuing ordinary shares means creating new equity instruments that represent ownership in your SASU.
It’s a key mechanism to finance growth, reward investors, or prepare for future partners — without changing the limited-liability protection of your company.
The operation consists of increasing the company’s capital through new shares subscribed by the sole shareholder, or — if you’re preparing to welcome another investor — transforming the SASU into a multi-shareholder SAS.
Each ordinary share carries identical voting and financial rights unless the bylaws specify otherwise.
This process strengthens your company’s equity base, facilitates financing, and ensures compliance with French corporate law requirements.
Main Advantages :
Financing flexibility: raise new funds or reinvest profits through new shares.
Control retention: the sole shareholder may remain the only owner after issuance.
Legal compliance: ensures your SASU’s capital structure matches its actual equity.
Investor readiness: facilitates future entry of new shareholders without restructuring.
Enhanced credibility: an updated share capital improves the company’s image with banks and business partners.
Issuing shares is a strategic tool — allowing your SASU to evolve and attract resources while maintaining full legal control.
How to Issue Ordinary Shares in a SASU in France?
With FrenchCo.lawyer, the share-issuance process is managed from start to finish by our team of French corporate lawyers and paralegals.
Here’s how we guide you step by step
Gathering Essential Information
We collect all necessary details : amount of the issuance, method of subscription (cash, in-kind, reserves), and any future investor considerations. All elements are verified for legal and accounting accuracy.
Drafting the Legal Paperwork
Our lawyers prepare the shareholder’s written decision approving the issue, amend the bylaws to reflect the new capital, and draft the mandatory publication notice for the official gazette.
Handling the Subscription and Payment
We assist in preparing and signing the subscription forms, managing bank deposits for cash issues, or coordinating valuation procedures for in-kind contributions. A deposit certificate or auditor’s report is produced to support the filing.
Filing with the Registry
Our team submits the complete dossier — shareholder resolution, updated bylaws, publication proof, subscription documentation, and registry forms — to the Commercial Court Registry for validation.
Delivery of the Updated Kbis
Once registered, you receive the updated Kbis extract confirming the new share issue and capital amount.
With FrenchCo.lawyer
All operations are supervised by registered French lawyers, and filings are executed by trained paralegals to guarantee compliance, speed, and accuracy. We make sure your share-issuance operation meets all legal standards — while you focus on running your business and planning future growth.
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What We Need From You to Issue Ordinary Shares in SASU in France ?
To perform the share-issuance efficiently and in full compliance, please provide :
Company Details
Corporate name, SIREN number, registered office, and current share capital.
Decision Information
Planned share issuance amount, subscription method (cash, in-kind, or reserves), and timing.
Financial Proofs
For cash issues : bank certificate of deposit. For in-kind : valuation documentation or auditor’s report, if applicable.
Sole Shareholder or Investor Information
Identity documents and address of the subscriber(s) (individual or legal entity).
And Then?
Once your file is complete, our lawyers handle the rest : we prepare the legal documents, complete the formalities, coordinate publication, and file everything with the registry — until your updated Kbis officially reflects the new share issuance.
Issue Ordinary Shares in a SASU – Simple Process, Clear Budget
Flat legal fee starting from €749 excl. taxes
Additional mandatory costs : publication in the official gazette + court registry filing fees
No hidden costs, no unpleasant surprises.
Our commitment:
No hidden costs or unnecessary legal “add-ons”
No intermediary platforms or automated templates
Only tailored legal drafting handled by qualified professionals
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Share Issuance for SASU
Efficient share issuance: From board approval to registry updates, we handle each stage quickly and accurately.
Legally compliant procedures: Every issuance follows French Commercial Code requirements and your SASU’s bylaws.
Secure legal drafting: We prepare all resolutions and documents to protect both the company and the shareholder’s interests.
High professional standards: All work is managed by licensed French lawyers to ensure compliance and full accountability.
Let us handle your SASU share issuance —
so you can focus on managing and growing your company.
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Understanding the Issuance of Ordinary Shares in a French SASU
Can a foreigner subscribe to ordinary shares in a SASU (and can they serve as president)?
Yes. Foreign individuals or legal entities can subscribe to ordinary shares issued by a SASU. If a second subscriber joins, the SASU becomes a SAS (multi-shareholder). A foreigner can also be appointed president. What matters is their residency plan, not their nationality.
1) Investors/Presidents living abroad
No French residence permit is required merely to invest or to serve as president from abroad. The share issue and filings can be completed remotely and registered with the RCS.
2) EU/EEA/Swiss citizens
Free to invest or preside. If relocating to France, a simple mairie registration may be required after arrival; no residence card.
3) Non-EU residents moving to France
They must obtain an appropriate residence permit (e.g., entrepreneur/profession libérale, multi-year card, or certain Talent permits). Non-compliance can trigger penalties.
4) Special bilateral regimes
Some nationalities (e.g., Algeria, Andorra, Monaco) may benefit from treaty-based arrangements.
5) Registration with the RCS
Once any residency steps (if relevant) are satisfied, the shareholder decision, subscription evidence, and bylaws update are filed with the Commercial Court Registry, which validates the issue and makes it opposable to third parties.
What are the social security consequences of issuing ordinary shares?
Generally none directly:
- The president of a SASU/SAS is assimilé-salarié; contributions depend on salary, not on share ownership or issues.
- Shareholders who are not employees or corporate officers do not pay social contributions solely by holding shares.
- Dividends in SASU/SAS do not trigger TNS contributions (unlike in an EURL with a majority TNS manager). They remain subject to income taxation/social levies under the chosen tax regime (e.g., PFU).
If the president resides abroad, social coverage depends on EU coordination (A1) or bilateral treaties; otherwise French affiliation can apply if salary is paid in France.
How are funds or assets evidenced at subscription?
- Cash issue: deposit funds into a blocked bank or notary account and obtain a deposit certificate for the registry.
- In-kind issue: prepare valuation documentation and, if required, a contribution auditor’s report. These replace the deposit certificate.
Keep precise subscription forms, bank slips, and valuation reports — they are part of the filing dossier.
What are the step-by-step legal formalities for issuing ordinary shares?
- Decision of the sole shareholder
A written resolution approves the issue (amount, method, premium) and amends the bylaws (capital clause and, if relevant, rights). - Subscription & payment
Subscribers sign subscription forms; cash is deposited or assets are contributed per the terms. - Publication
A legal notice is published in a journal d’annonces légales (JAL). - Filing with the Registry (RCS)
File the full dossier: resolution, updated bylaws, subscription evidence (deposit certificate or valuation report), publication certificate, M2 form, and fees. - Updated Kbis
The registry records the issue and delivers a new Kbis with the updated capital.
How does a SASU share issue compare with an EURL equity operation?
Aspect | SASU/SAS | EURL |
Default tax | IS | IR by default (if individual shareholder) or IS by option |
Social regime | President = assimilé-salarié | Majority manager = TNS (part of dividends under IS bears TNS) |
Investor tools | Very flexible: premiums, classes, preferred shares, vesting | More rigid; often converted for investors |
Dividends | Do not trigger TNS by themselves | Part of dividends may bear TNS (under IS) |
Bottom line: SASU/SAS offers greater fundraising flexibility and cleaner investor onboarding via ordinary or preferred shares.
Is there a minimum subscription or paid-up requirement for issuing ordinary shares?
There is no statutory minimum nominal per share for a SASU share issue. Key points:
- Cash subscriptions: a portion is typically paid on subscription, with the balance paid later (commonly within five years, subject to law/bylaws).
- In-kind subscriptions: assets must be fully contributed at the time of issue; valuation rules apply and a contribution auditor may be required unless a legal waiver applies.
- Share premium (prime d’émission): recommended when the company has existing value so new subscribers pay above nominal; this protects existing equity.
Practical note: very small nominal amounts are lawful but may weaken bank and partner perception. Align the size of the issue with funding needs and credibility.
Where should the company be registered (siège social) when issuing new shares?
The registered office options are unchanged by a share issue and include:
- Owned/leased premises (provide title or commercial lease);
- President’s home (subject to legal/lease/co-ownership limits; often time-limited in large cities and without receiving clients/stock);
- Domiciliation company (prefecture-approved providers);
- Parent company’s address (if one entity enjoys lawful use of the premises).
Risks if mishandled: non-renewed temporary domiciliation can lead to strike-off; breaches of lease/co-ownership rules risk termination; using a non-approved domiciliation provider can trigger fines. Choose an address balancing cost, compliance, and credibility.
What taxes are implicated when a SASU issues ordinary shares?
Issuing ordinary shares does not change the SASU’s default tax regime (IS).
- Corporate tax (IS)
- Standard brackets continue to apply on profits (e.g., reduced bracket for the first slice if conditions are met; then standard rate).
- Dividends to individuals are typically subject to the flat tax (PFU) 30% (12.8% income tax + 17.2% social levies), unless opting for the progressive scale.
- Other fiscal effects
- Share issues paid in cash or reserves are generally lightly taxed or exempt from registration duties.
- In-kind contributions can trigger duties depending on the asset (e.g., real estate may attract transfer duties).
- VAT: share subscriptions are usually outside VAT’s scope; transfer of certain assets may have VAT consequences depending on the transaction.
Good practice: set a share premium where appropriate, and align accounting/tax treatment with future distributions and fundraising plans.
Issuing ordinary shares vs increasing capital from reserves: what’s the difference?
Aspect | Ordinary Share Issue (cash/in-kind) | Capitalization of Reserves/Profits |
Fresh cash | Yes (cash) / No (in-kind asset) | No new cash (reallocates equity) |
Formalities | Resolution, subscriptions, deposit/valuation, JAL, RCS | Resolution, JAL, RCS (simpler docs) |
Effect on liquidity | Improves cash (cash issue) | Neutral (book entry) |
Signaling to banks | Strong (new money/assets) | Moderate (reallocation) |
Dilution | None in SASU; possible on later multi-investor rounds | None (no new investors) |
Example: What does a €60,000 ordinary share issue look like?
- Before: Capital €10,000 (1,000 shares at €10).
- Operation: Issue 3,000 new ordinary shares at €10 nominal with a €10 premium each → €60,000 total (nominal €30,000 + premium €30,000).
- Payment: 50% paid at subscription (€30,000), balance within allowed period.
- After: Capital €40,000; share premium €30,000; Kbis updated accordingly.
This structure strengthens equity and protects existing value through the premium.
Issue Ordinary Shares in Your SASU
Let our French lawyers & paralegals manage the entire issuance process for you.
More About Issuance of Ordinary Shares in a French SASU
Can a SASU issue ordinary shares?
Yes. A SASU can issue new ordinary shares through a formal shareholder decision recorded by the sole shareholder.
What documents will I need?
You’ll need:
Updated bylaws
Shareholder resolution
Subscription forms
Registry filing documents
Do I need statutory auditor?
Not unless the SASU exceeds audit thresholds or if a contribution in kind is involved in the share issuance.
How long does the process take?
Ordinary share issuance is typically completed within 5–10 business days, including registry updates.
Can the issuance be handled remotely?
Yes. All steps — drafting, signing, and filing — can be managed remotely by our lawyers.
What are the typical costs?
- Our legal fee starts from €799 excl. taxes, plus mandatory registry and publication fees.
What about shareholder compliance and UBO declaration?
Any new shareholder must be declared in the Ultimate Beneficial Owner register to remain compliant.
Can I modify the share structure later?
Yes. You may issue new shares, adjust share classes, or admit new investors by updating your SASU’s bylaws.
