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Issue Ordinary Shares in a SAS (French Simplified Joint-Stock Company)
Issue new ordinary shares in your SAS with the guidance of our French corporate lawyers and paralegals. We handle the entire process — from drafting the shareholder resolutions and updating the bylaws to filing with the Commercial Court Registry and obtaining the updated Kbis extract.
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What Does It Mean to Issue Ordinary Shares in a SAS ?
Issuing ordinary shares allows a Société par Actions Simplifiée (SAS) to increase its share capital by creating and allocating new shares to one or several shareholders.
These new shares grant the same rights as existing ones — including voting rights, dividend entitlement, and participation in future profits.
This operation strengthens the company’s financial resources, enables new investors to join, or rewards existing shareholders for their contributions. It must comply with French Commercial Code rules, the company’s bylaws, and shareholder resolutions adopted at an extraordinary meeting.
Advantages:
Flexible financing: raise funds from existing or new shareholders without changing the company’s legal structure.
Equal shareholder rights: all ordinary shares grant identical voting and dividend rights, ensuring fairness and transparency.
Business growth: attract investors or partners who contribute both capital and strategic value.
Improved balance sheet: increased capital enhances creditworthiness with banks and suppliers.
Simple governance: the SAS’s adaptable structure allows quick decision-making and tailored shareholder agreements.
Issuing ordinary shares is an efficient way to strengthen your SAS’s financial base while keeping ownership control within a clear, predictable framework.
How to Issue Ordinary Shares in a SAS ?
Issuing shares involves strict legal formalities — but our team ensures the process is handled smoothly and in full compliance with French corporate law.
Gathering Essential Information
We collect details about your existing capital, shareholders, and intended increase amount. We verify whether the issue is made in cash, in kind, or through the incorporation of reserves, ensuring compliance with your company’s bylaws.
Preparing Legal Documentation
Our lawyers draft the extraordinary shareholders’ resolution, updated bylaws, subscription forms, and legal notices required for publication.
Managing Subscriptions and Payments
We assist in organizing the share subscription process, verifying payments, and preparing the deposit certificate (bank or notary) confirming the release of funds.
Filing with the Registry
We assemble and file the complete dossier — including the updated bylaws, resolutions, capital certificate, and registry forms — with the Greffe du Tribunal de Commerce.
Delivery of the Updated Kbis
Once validated by the registry, we provide the official Kbis extract showing the increased capital and the new shareholding structure.
Why Choose FrenchCo.lawyer ?
With us, every stage of your share issuance is supervised by registered French corporate lawyers, assisted by experienced paralegals. We ensure accuracy, legal compliance, and efficiency — allowing you to focus on strategy while we handle all the regulatory formalities.
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What We Need From You to Issue Ordinary Shares in Your SAS ?
To carry out the share issuance quickly and securely, we’ll ask for the following documents and information:
Company Details
Current Kbis extract, bylaws, and capital structure, including details of existing shareholders.
Shareholders’ Information
Identity documents of all existing and new shareholders, along with the intended distribution of new shares.
Subscription and Payment Details
Proof of payment (bank transfer or deposit certificate) or valuation report if contributions are made in kind.
Shareholders’ Resolution
Signed minutes of the extraordinary general meeting approving the issuance and amending the bylaws.
Legal Notices
Once all documents are received, our lawyers take over — preparing filings, liaising with the Registry, and securing your updated Kbis extract reflecting the newly issued shares and revised capital amount.
And Then?
Once we have these details, our lawyers handle everything: drafting, registration, and filing until your company is fully incorporated and operational — with its Kbis and all official documents delivered.
Issue Ordinary Shares in a SAS – 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 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 Share Issuance
Fast and reliable process: From drafting resolutions to Kbis update, we manage all steps efficiently.
Legally compliant documents: Each act follows French corporate law and registry standards.
Protective legal drafting: Your documents are designed to secure both your rights and your company’s long-term stability.
Lawyer oversight: Licensed French lawyers ensure accuracy and reliability.
We take care of your SAS share issuance —
so you can focus on growth
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Understanding the Issuance of Ordinary Shares in a French SAS
Can a SAS issue new ordinary shares to raise capital?
Yes. A Société par Actions Simplifiée (SAS) can issue new ordinary shares at any time to increase its share capital.
This process—known as a capital increase through share issuance—allows the company to strengthen its financial structure, welcome new investors, or reward existing shareholders.
The operation must be approved by an extraordinary shareholders’ resolution, since it modifies the company’s share capital and bylaws. Once adopted, the capital increase is formalized through new share subscriptions and a filing with the Registre du Commerce et des Sociétés (RCS).
Who can subscribe to new ordinary shares in a SAS?
Two categories of subscribers may participate:
- Existing shareholders exercising their preferential subscription rights, which protect them from dilution.
Unless expressly waived, each shareholder may buy new shares proportionally to their current holding. - New investors, if the shareholders’ meeting authorizes a capital increase reserved for third parties.
This approach is often used to attract business partners, family offices, or venture capital funds.
Subscriptions may be made in cash, in kind, or, exceptionally, by incorporation of reserves (transforming retained earnings into new capital).
What are the main steps to issue ordinary shares in a SAS?
The share issuance follows a structured legal process governed by the French Commercial Code:
- Preparation of the operation – Determining the amount, nature, and terms of the capital increase (cash, in kind, reserves).
- Extraordinary shareholders’ meeting – Adoption of the resolution authorizing the increase and the corresponding amendment to the bylaws.
- Subscription and payment – Collection of funds or contributions from shareholders and new investors, followed by issuance of a certificate of deposit.
- Filing with the RCS – Submission of the complete dossier (resolution, updated bylaws, deposit certificate, publication notice) to the Commercial Court.
- Updated Kbis – Once validated, the registry delivers an updated Kbis extract reflecting the new capital and share distribution.
What rights do ordinary shares confer in a SAS?
Ordinary shares are the standard equity instruments of a SAS. Each ordinary share generally provides:
- Voting rights at general meetings.
- Dividend rights in proportion to ownership.
- Information rights concerning the company’s accounts and management.
- Liquidation rights in case of dissolution.
Unlike preferred shares, ordinary shares grant no special privileges or restrictions—ensuring equal treatment among shareholders.
What is the minimum issue price for new shares?
Under French law, the issue price of new ordinary shares cannot be lower than their nominal value (as stated in the bylaws).
However, shareholders may decide to apply an issue premium (prime d’émission) — an additional amount paid above nominal value — to protect existing shareholders and balance share rights.
This premium is common when new investors join a growing company, reflecting the value already created by existing shareholders.
What documents are required to issue new ordinary shares?
The process involves several mandatory documents, including:
- The extraordinary shareholders’ resolution authorizing the capital increase;
- The updated bylaws showing the new capital amount;
- The subscription forms signed by new shareholders;
- A certificate of deposit confirming payment of funds (from a bank or notary);
- A legal notice published in an authorized gazette (journal d’annonces légales);
- And the registry filing form (M2) for capital modification.
All documents must be filed with the Commercial Court Registry for registration and publication in the RCS.
What are the tax and accounting consequences of issuing new shares?
Issuing new ordinary shares has no direct tax charge on the company itself, but it affects accounting and registration duties:
- The share capital on the balance sheet increases by the nominal amount.
- Any issue premium is credited to a separate “prime d’émission” account, strengthening equity.
- Registration duties apply only to contributions in kind, based on the type of assets transferred.
- Cash contributions and reserve incorporations are exempt from transfer taxes.
From a tax perspective, the capital increase may also improve deductibility of certain financial expenses and enhance the company’s credit profile.
How long does the share issuance process take?
With proper preparation, issuing new shares in a SAS typically takes 2 to 4 weeks, depending on:
- The type of contribution (cash or in-kind);
- The need for an auditor’s valuation report (for contributions in kind);
- The shareholders’ availability for signing resolutions;
- And the processing time of the Commercial Court Registry.
When handled by a corporate law firm, the process can be streamlined — ensuring full compliance and delivery of the updated Kbis extract without delay.
Can a SAS issue different classes of shares later?
Yes. After issuing ordinary shares, a SAS may later decide to create preferred or specific classes of shares (e.g., with priority dividends, multiple votes, or liquidation preferences).
Such decisions require a new extraordinary shareholders’ meeting and amendments to the bylaws defining each class’s rights.
Ordinary shares remain the foundation of ownership, while preferred shares serve as flexible instruments for investors or founders seeking tailored governance and profit-sharing arrangements.
What happens if shareholders do not participate in the new share issuance?
If existing shareholders choose not to exercise their preferential subscription rights, their ownership percentage will dilute after the issuance.
However, they may expressly waive their rights in favor of another shareholder or a new investor.
This mechanism facilitates fundraising but must be carried out transparently and under the supervision of the company’s legal counsel to avoid disputes or breaches of fiduciary duty.
In short: why issue ordinary shares in a SAS?
Issuing new ordinary shares allows a SAS to:
- Strengthen its equity and financial independence;
- Bring in investors or partners without changing the company’s structure;
- Reinforce credibility with banks and suppliers;
- Maintain fair governance, since all shares grant identical rights.
When properly structured, this operation is a powerful growth lever, ensuring long-term stability and controlled expansion under French corporate law.
Have a Question?
Contact our French corporate lawyers for an Initial Free Consultation about issuing shares or raising capital in your SAS.
Issue Ordinary Shares in France
Let our French lawyers and paralegals handle your share issuance — from drafting resolutions to registry filing.
More About Issuing Ordinary Shares in France
Can foreign investors subscribe to shares?
Yes. Both individuals and legal entities, French or foreign, may hold or subscribe to ordinary shares in a French company (SAS or SA). There is no nationality or residency restriction, provided compliance with anti-money-laundering (AML) and beneficial ownership rules.
What documents are required?
Shareholder resolutions approving the issuance, an updated statuts (bylaws), and a subscription form (bulletin de souscription). Supporting documents for each subscriber and proof of capital contribution are also required.
Do I need a notary or statutory auditor?
A notary is not required. An auditor (commissaire aux apports) may be needed only if contributions are made in kind or under specific capital-increase conditions.
How long does the process take?
Typically 1–2 weeks, including document drafting, shareholder approval, filing with the Registry (Greffe), and Kbis update.
Can shares be issued remotely?
Yes. All steps—resolutions, signatures, and filings—can be handled digitally by our lawyers, with secure online communication and e-signatures.
What are the typical costs?
Legal fees depend on the transaction’s complexity and capital structure, plus registry and publication fees (usually between €200–€400 in official costs).
What about compliance and UBO declaration?
Every new shareholder must be declared in the registre des bénéficiaires effectifs (RBE). We handle this filing to ensure full compliance.
Can I issue shares with special rights later?
Yes. You may later issue preference shares (actions de préférence) if allowed by your company’s bylaws and approved by shareholders.
