How do you set up an SARL? Instructions in 8 steps!

By Samantha Mur

Published: 23 October 2024

For your business start-up project, you have chosen the legal framework of the limited liability company (SARL), a status that is still very popular with company founders. What do you need to know about setting up an SARL? This legal form requires you to take precautions when setting it up, so that you can act legally. What are the legal obligations? What administrative steps need to be taken?

This article offers you a short, practical guide to the main features and rules that apply to this status, outlining the main stages to be followed and the formalities to be aware of when setting up this type of business. Let us guide you through!

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What is an SARL?

An SARL is a limited liability company. This legal form of company allows several people to be involved in the entrepreneurial adventure, and is ideally suited to family businesses and SMEs. Each person who contributes share capital at the time of formation becomes a partner in the company. In the case of a single-member SARL, commonly known as an EURL (entreprise unipersonnelle à responsabilité limitée), there is a single shareholder.

This legal form limits the financial liability of the partners to the amount of their contributions. If the company runs into difficulties, the risk for each partner is limited to the loss of their contributions. This status does not jeopardise their assets, and avoids potential legal action by creditors.

In brief, here are the main features of an SARL:

Articles of Association: drawn up by a legal specialist when the company is set up, these set out the legal rights and obligations binding the individuals and legal entities within the company, as well as the operating procedures and objectives of the SARL;
share capital: share capital is compulsory, but there is no statutory minimum or maximum amount;
one or more managers, who are the legal representatives of the company. This person manages the company and signs its day-to-day transactions. The extent of his powers may be specified in the Articles of Association;
one or more partners, who have made a contribution and acquired shares in the company. They take part in important decisions at general meetings;
a tax regime: generally subject to corporation tax (impôt sur les sociétés - IS).

There's nothing complicated about setting up an SARL , but there are very strict procedures and formalities to follow, which we describe below.

How do you set up an SARL? Formalities in 8 stages

Stage 0: before setting up

Before you start, there are a few things you need to think about.

✅ Choosing the partners: with the legal status of an SARL, the company can have between 2 and 100 partners;
✅ Choosing a company name: make sure the name is available from the INPI;
✅ Choosing the amount of your capital: you are free to set the amount you want, but you need to consider the initial investments you will need to start your business;
✅ Do you have all the diplomas, certifications and approvals required for a regulated profession?
✅ Do you have any particular training needs (business management, accounting, etc.) to help you get started?

Other considerations may come into play before you set up your limited liability company, depending on your needs and the specific features of your business.

Stage 1: drafting the articles of association

This stage is fundamental to any company formation. It must be carried out rigorously, because it determines the legal operation of your company and defines the relationships between the partners.

Which document should be used to set up an SARL?

Standard articles of association are available for sale in specialist bookshops or on the Service-public.fr website :

📑 Model articles of association for an SARL

Some information is compulsory (such as the legal form of the company, its name, the registered office, the corporate purpose, the amount of share capital, etc.), while other information is strongly recommended (such as the powers of the directors, the duration of their term of office, the opening and closing dates of the financial year, etc.).

💡 Don't hesitate to ask an expert in the legal field to guide you through these steps.

The articles of association must be drawn up by notarial deed or under private seal.

Once they have been drawn up, you date and sign the articles of association and, in some cases, register them with the business tax department.

Stage 2: appointing the SARL's manager

When an SARL is set up, the partners appoint one or more managers. The manager may be appointed directly in the articles of association or by means of a deed appointing the manager.

This separate deed gives you a degree of flexibility, because it is more restrictive and costly to amend the Articles of Association if there is a change of manager.

Stage 3: Constitution and deposit of share capital

The partners of an SARL are obliged to build up a share capital and file it with the relevant body in order to be able to register their new company.

This may involve opening a business account in the name of the company being formed.

What are contributions?

Contributions are assets made available to the company for joint use. They may be paid :

in cash : sums of money,
in kind: movable or immovable property,
in industry : know-how, expertise and skills.

In return, the partners receive shares and company rights.

Note: if the value of an asset exceeds €30,000 or if the total amount of the contributions does not exceed half the share capital, a contributions auditor must assess the contributions in kind.

Setting up an SARL: what is the minimum amount?

There is no minimum contribution at the time of formation (just a symbolic €1!). The amount is freely determined by the partners, and must be set out in the Articles of Association. However, it is advisable to exceed the minimum required to give the company a certain investment capacity.

Depositing capital

There are several options:

at the bank: taking into account your needs and expectations, in a blocked account ;
at the Caisse des Dépôts et des Consignations ;
with a notary.

👉 Note: at least 20% of the required amount must be deposited when the business is set up; the remaining sum can be paid in instalments over five years.

Stage 4: Domiciliation of the company

Your company's registered address is its registered office, i.e. the address where it is actually managed (not necessarily the place where it produces or operates). The registered office is registered with the relevant Centre de formalités des entreprises (CFE), and any changes must be reported to this body.

Proof of occupancy of business premises declared as the registered office must be provided. This may be :

your home,
a domiciliation company
a business incubator,
premises dedicated to the company's business.

In all cases, supporting documents may be requested. The address of the premises used must appear on the commercial documents.

Stage 5: Finalising and signing the Articles of Association

The final Articles of Association are signed once the contributions have been deposited, and each partner receives a copy of the Articles of Association, which must be dated, signed and initialled.

The appendices may include, for example:

the report of the contributions auditor
a statement of acts performed on behalf of the company during its formation, etc.

Note: if the managing partner is named in the articles of association, he or she must sign the articles of association, adding the words "Good for acceptance of the duties of managing partner".

Step 6: Publication of a legal announcement

Once the documents have been signed by all the partners, you need to contact an authorised legal gazette to publish a notice of incorporation. The legal gazette can be freely chosen from those in the department where your company's registered office is located.

👉 A number of compulsory items must be included, such as:

the company name
the amount of capital,
the form of the company
the address of the registered office
the company's objects
the duration of the company's existence,
the surnames, first names and contact details of the directors and partners,
the Trade and Companies Register.

At the beginning of the announcement, you will be told how the articles of association were drawn up (by notarial deed or private agreement) and the date on which the founding documents were signed.

You will then receive a certificate of publication from the JAL.

Stage 7: Declaration of incorporation

The declaration is made by completing the M0 business start-up form, which is available to download from the official government website and the Service Public.fr website. The form is Cerfa no. 11680*05.

[This form is used to declare the creation of a limited liability company (SARL, SELARL, including single-member companies - EURL), except for agricultural activities.

Service-public.fr

The documents to be attached are as follows:

💰 a certificate of deposit for cash and industrial contributions,
✒ a copy of the SARL's articles of association,
📍 proof of registered office,
👤 proof of identity,
📃 a declaration of non-conviction, etc.

This stage may require the assistance of an expert.

☝ Please note: when you set up your business, you will have to choose between the standard real VAT regime and the simplified real VAT regime; and you will have to opt for your method of taxing profits, either IR or IS.

Step 8: Submitting your registration documents

You can now send your complete registration file to the CFE or the registry of the relevant Commercial Court. This can be done online.

Once your complete application has been received, you will be given a unique identification number: the Siren, to be used in all dealings with government departments and public bodies, as well as a Siret number and an APE activity code, issued by Insee.

The Kbis receipt you obtain proves that your company has been registered, and should be kept carefully. Your SARL is now officially created!

💡 Good to know: you cannot make any commitments on behalf of your company until it has been registered with the Trade and Companies Register (RCS). For documents required for its creation, affix the words "In the name and on behalf of the company [name of the limited liability company] being created".

🔎 You can find more information and details on the Service-Public-pro.fr website or by watching the following summary video on the legal status of the SARL :

How much does it cost to set up an SARL?

The minimum cost of setting up an SARL is around €300, which includes :

publication costs: between €200 and €300, depending on the price of the legal gazette,
company registration fees: €39.42.

In addition to these costs, you may need to call on the services of a notary or lawyer to draw up the articles of association. Calling in a specialist is highly recommended to avoid further costs associated with revising the Articles of Association.

How can you reduce the costs involved and still benefit from tailor-made support?

Using an online chartered accountant is a sensible solution: in addition to the accounting tool, this bookkeeping management solution also offers expert advice. From the moment you set up your business, you will be accompanied by a specialist who will help you at every stage and answer your questions in a personalised way.

The Wity platform lets you set up your limited liability company online, taking care of all the legal formalities for you, such as filling in the M0 form and filing it with the registry, drafting the articles of association and publishing them in the Journal Officiel. You'll simplify and speed up the procedure, at a fraction of the cost.

Similarly, to make your bookkeeping easier right from the start, you can consider an accounting management solution like Sinao, which is very easy to learn and offers scalable rates. With a support team that's always on hand to answer your questions, it's perfectly suited to young businesses.

The advantages of SARL legal status

limited liability: partners are only financially liable up to the amount of their contribution, even in the case of a single shareholder in a SARL or EURL (limited liability company);
flexible tax arrangements: for the first five years, profits can be taxed directly in the name of the partners, instead of being subject to corporation tax (impôt sur les sociétés - IS);
flexible financing: no minimum or maximum share capital is required by law, and the status allows variable capital;
security for the partners: the majority partners do not have carte blanche over the running of the company, and their decisions are subject to agreement, thus protecting the minority partners;
social benefits for managers: majority managers (who own more than 50% of the shares) have to pay social security contributions on part of their dividends, but they can be affiliated to the self-employed persons' security scheme.