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Issue Preferred Shares in a SASU in France
Strengthen your SASU’s financing and governance by issuing preferred shares.
Our French corporate lawyers and paralegals manage the entire process from start to finish — drafting the shareholder resolution and amended bylaws, defining the rights attached to the new class of shares, completing filings, and delivering updated corporate documents certified by the Commercial Court Registry.
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What are Preferred Shares in a SASU in France?
Preferred shares (“actions préférentielles”) are a special class of equity securities that grant financial or voting advantages compared with ordinary shares.
They allow the SASU to reward investors or key contributors with tailored rights — such as priority dividends, enhanced liquidation preference, or additional votes — without altering the fundamental control of the company.
Issuing preferred shares is often used to attract investors, structure employee incentives, or reorganize ownership while maintaining flexibility in governance. It is a powerful legal instrument under the French Commercial Code (Articles L.228-11 et seq.), suitable for both early-stage and established SASUs.
Advantages of Issuing Preferred Shares in a SASU
Customizable rights: design voting, dividend, or liquidation privileges adapted to your strategy.
Investor appeal: reassure backers with fixed or priority returns without surrendering majority control.
Flexible governance: maintain decision-making power while sharing value creation.
Optimized financing: create a bridge between debt and equity to strengthen the balance sheet.
Tax efficiency: certain distributions may enjoy more favorable accounting or fiscal treatment.
Preferred shares are the ideal compromise between raising capital and retaining control, ensuring both stability and scalability.
How to Issue Preferred Shares in a SASU in France?
The procedure involves careful drafting and strict compliance with French company law.
Our team ensures every legal, tax, and registry requirement is met from design to delivery.
Preliminary Assessment and Planning
We review your current share structure, bylaws, and shareholder position to confirm capacity to create preferred shares. If needed, we advise on valuation and define the rights (financial, voting, or liquidation) to attach.
Drafting Legal Documentation
Our lawyers prepare the shareholder’s decision, report of the president, and the amended bylaws specifying preferred-share terms — including priority dividends, redemption rights, or conversion features.
Implementing Capital Changes
If new capital is issued, we coordinate the deposit of funds or contribution in kind, and obtain the related certificate from the bank or notary confirming release of the capital.
Filing with the Registry
We assemble the full dossier (resolutions, amended bylaws, capital certificate, legal notice) and file it with the Commercial Court Registry, monitoring until registration is validated.
Delivery of Official Documents
Upon completion, you receive the updated Kbis extract and certified copies of all corporate acts reflecting the creation of the preferred shares.
Why Choose FrenchCo.lawyer ?
Our registered French lawyers and experienced paralegals manage each step with precision — ensuring the issue complies with the Commercial Code, corporate-governance standards, and tax regulations. You gain the assurance of a compliant transaction that strengthens both your company’s capital and credibility.
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What We Need From You to a Issue Preferred Shares in SASU in France ?
To structure and register your preferred-share issue efficiently, we will request:
Company Information
Registered name, address, Kbis extract, and current share-capital breakdown.
Decision Parameters
Purpose of the preferred shares, number to issue, rights attached (dividend priority, voting rights, redemption terms), and subscription price if any.
Shareholder Approval
Identity of the sole shareholder and confirmation of their decision to authorize or subscribe to the preferred shares.
President’s Details
Proof of identity, residence, and signature authority of the company president.
And Then?
Once these details are provided, our lawyers handle everything — preparing resolutions, updating bylaws, arranging publications, and filing with the registry. You receive the updated Kbis confirming that the preferred shares have been validly created and registered.
Issue Preferred Shares in a SASU– Simple Process, Clear Budget
Flat legal fee starting from €999 excl. taxes* (includes full legal drafting, filings, and preferred shares registration)
Additional mandatory costs: publication in the official gazette and registry fees
No hidden extras, no unexpected charges
Our commitment:
No unnecessary add-ons or “premium share” upsells
No broker intermediaries or automated templates
Only tailored legal drafting by qualified French corporate lawyers
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Share Structuring
Fast and reliable registration: From class creation to filing, we handle every step of your preferred share issuance smoothly and efficiently.
Legally compliant documents: Each act and declaration meets French corporate law requirements on share classes and shareholder rights.
Protective legal drafting: Your preferred shares are structured to safeguard your control, dividends, and voting balance.
High professional standards: All work is managed by licensed French lawyers to ensure full compliance and long-term security.
Let us structure and issue your SASU’s preferred shares —
so you can focus on strengthening your company’s growth in France.
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Understanding the Issuance of Preferred Shares in a French SASU
Can a SASU issue preferred shares?
Yes. A SASU (single-shareholder simplified joint-stock company) may create and issue preferred shares (actions préférentielles) that carry financial and/or governance advantages compared with ordinary shares. The rights are freely set in the bylaws (statuts) and in the issuance decision, provided they respect mandatory corporate-law principles.
What rights can be attached to preferred shares?
Preferred shares are highly customizable. Common features include:
- Priority or additional dividends (fixed, cumulative, participating).
- Liquidation preferences (e.g., 1x non-participating or participating).
- Enhanced or reduced voting (including non-voting shares with compensatory financial rights).
- Conversion, redemption, or step-up mechanisms tied to milestones.
Information, veto, or consultation rights defined in the bylaws or a shareholders’ agreement.
Rights must be precisely drafted (scope, triggers, duration, ranking) to be enforceable and registry-compliant.
Is an auditor or independent appraiser required?
- Cash issues: no auditor needed solely due to cash.
- In-kind contributions: a commissaire aux apports is generally required to value assets unless a statutory waiver applies (subject to value/ratio thresholds and shareholder responsibility for valuation).
Statutory auditor (commissaire aux comptes): only if the company exceeds legal thresholds or already has one.
How is the subscription price set and must it be justified?
The price must be fair and defensible to protect the company and its stakeholders. Practice uses:
- Business plan and comparative market approaches.
- Recent financing rounds or independent valuation.
A mispriced issuance can trigger corporate challenges, tax reassessments, or director liability.- Business plan and comparative market approaches.
Can preferred shares be non-voting?
Yes. They may be non-voting or carry diminished voting rights. French practice balances reduced voting with financial perks (e.g., priority dividends). Certain fundamental decisions (e.g., class rights changes) usually require class consent even where day-to-day voting is limited.
Who can subscribe—can foreign investors hold preferred shares?
Yes. Preferred shares can be subscribed by residents or non-residents, individuals or legal entities. There is no French residency requirement to hold them or to receive dividends, subject to standard KYC/AML checks and any applicable tax withholding for non-residents.
Does a SASU need to amend its bylaws to create preferred shares?
Almost always, yes. Creating a new class with specific rights requires:
- Sole-shareholder decision authorizing the class and terms.
- Bylaws amendment to insert the new class, its rights, and rules for future issues.
- Publication and registry filings so the change appears on the Kbis and corporate records.
What are the key steps to issue preferred shares?
- Structuring: define rights, valuation, price, and conditions (conversion, redemption, vesting).
- Corporate paperwork: president’s report, sole-shareholder decision, amended bylaws, subscription form(s).
- Funding/contributions: cash deposit on a dedicated account or appraisal for in-kind assets (commissaire aux apports may be required depending on thresholds and waiver conditions).
- Publicity & filings: legal notice, update of the RCS via the one-stop business portal, Kbis update, and—if ownership changes materially—UBO (RBE) update.
Share registers: update the registre des mouvements de titres and registre des valeurs mobilières.
How are preferred dividends and returns taxed?
At the shareholder level, preferred dividends are generally taxed as dividends (French or foreign-resident rules apply). Preference-based increments (e.g., step-up) are typically treated like equity returns, not interest, unless the instrument’s terms re-characterize them as debt-like. Always align legal drafting with the intended accounting and tax outcomes.
Do preferred shares affect control of the SASU?
They can—if voting enhancements or vetoes are granted. In a SASU with a single shareholder, the initial control is unchanged if the same person subscribes. When opening to new investors, tailor voting and veto rights to protect strategic decisions while preserving founder control where desired.
Issue Preferred Shares in Your SASU
Let our French lawyers & paralegals structure and register your preferred shares for you.
More About Issuance of Preferred Shares in a French SASU
Can a SASU issue preferred shares?
Yes. A SASU can issue preferred shares to define special financial or voting rights while keeping a single shareholder structure.
What documents will I need?
You’ll need updated bylaws, a shareholder decision, subscription forms, proof of deposit, and registry filing documents.
Do preferred shares need valuation?
Yes, especially if they grant special rights or are issued for non-cash contributions—legal valuation ensures compliance.
How long does the process take?
Typically 1–2 weeks, including drafting, filing, and registry approval of the share issuance.
Can I issue shares remotely?
Yes. All steps, including signing and filing, can be handled digitally through our lawyers in France.
What are the typical costs?
Legal fees start from €999 excl. taxes, plus standard registry and publication fees.
What about compliance and shareholder rights?
Each preferred share issuance must comply with SASU bylaws and French company law to ensure enforceable rights.
Can I modify share rights later?
Yes. Preferred share terms can be amended through a new shareholder decision and bylaw update.
