Business Creation: Complete Legal Procedures 2026

Introduction

Creating a business in France is a structured legal journey requiring mastery of administrative and legal procedures. Whether it is a micro-enterprise, an LLC or an SAS, each legal form involves specific obligations regarding the drafting of articles of association, registration in the Commercial and Companies Register (RCS), and tax regime. Since the entry into force of the single window managed by the INPI on 1 January 2023, formalities have been digitised, fundamentally changing the process. This pillar guide details all the legal steps, pitfalls to avoid, and tax implications for each structure, to secure your entrepreneurial project from its inception.

1. Choice of legal form and drafting of articles of association

The choice of legal form determines the entire system applicable to the business: director's liability, taxation, social regime, and governance. Article 1832 of the Civil Code defines a company as a contract, which requires rigorous drafting of articles for commercial companies (LLC, SAS, SA).

The articles of association must necessarily mention the company name, the business purpose, the registered office, the duration (maximum 99 years), the share capital, and the operating procedures. For an SAS, Article L. 227-1 of the Commercial Code provides great freedom in drafting, allowing the powers of the president and governing bodies to be adjusted. Conversely, the LLC is more regulated by Articles L. 223-1 et seq.

Drafting requires particular attention to clauses on approval, pre-emption, and exit (drag along, tag along) that protect shareholders. A frequent mistake is to underestimate the importance of the shareholders' agreement, a document supplementary to the articles but essential for governing relationships between partners. Recourse to a lawyer or accountant is strongly recommended to avoid costly future disputes.

2. Registration and formalities with the Commercial Register

Since 1 January 2023, all business registration formalities are carried out via the INPI single window (Article 1 of the PACTE Law of 22 May 2019). This platform replaces the former CFEs (Business Formalities Centres).

The RCS registration file must contain: the signed articles of association, proof of deposit of funds (for companies with capital), proof of publication in a legal notices journal (JAL), a declaration of non-conviction of the director, proof of registration, and a copy of the identity document of the legal representative. Article R. 123-53 of the Commercial Code specifies the required documents.

Registration generates the assignment of a SIREN number by INSEE, a SIRET number, and an APE code. The Kbis, an official document of legal existence, is issued within 24 to 48 hours after validation. For regulated activities (lawyers, doctors, real estate agents), additional registration with the professional body or obtaining a professional card is required beforehand.

3. Tax regime and reporting obligations

The tax regime depends closely on the legal form chosen. The micro-entrepreneur benefits from the micro-tax regime with a flat-rate deduction (71%, 50% or 34% depending on the activity) and may opt for the liberatory payment of income tax (Article 151-0 of the CGI).

LLCs and SASs are by default subject to corporate income tax (IS) at the reduced rate of 15% up to €42,500 in profits, then 25% beyond (Article 219 of the CGI). An option for income tax is possible for family LLCs or SASs for a maximum of 5 years.

VAT applies according to three regimes: exemption from VAT (2024 thresholds: €36,800 services, €91,900 sales), simplified regime, or normal real regime. Reporting obligations include the annual tax return, VAT declarations (monthly or quarterly), and the CFE (Business Land Contribution).

Practical case studies

Case 1 - Independent HR consultant in micro-enterprise: Marie, an HR consultant, creates a micro-enterprise to bill her services. Projected turnover: €60,000. She benefits from VAT exemption (< €36,800 gradually exceeded) and a tax deduction of 34%. Procedures: online declaration via the INPI single window in 15 minutes.

Case 2 - Creation of a family LLC (catering): Three partners create an LLC with €15,000 capital to open a restaurant. Option for income tax for 5 years as it is a family LLC. Drafting of articles with reinforced approval clause. Total registration cost: approximately €230 (JAL + INPI).

Case 3 - Tech startup in SAS with fundraising: A tech startup opts for the SAS to welcome investors. Bespoke articles with preferred shares, BSPCEs for employees, and detailed shareholders' agreement. Initial capital of €10,000 with preferential liquidation clauses.

Legal compliance and references

Business creation is part of a dense legal framework. The Commercial Code (Articles L. 123-1 to L. 123-11) governs registration and the RCS. The Civil Code (Articles 1832 to 1844-17) governs the company contract. Directive (EU) 2019/1151 on the use of digital tools accelerated digitalisation. For regulated professions, the Code of Conduct for Lawyers (Decree No. 2005-790) imposes specific obligations, in particular regarding professional secrecy (Article 226-13 of the Penal Code). ISO 9001 standards can be used to structure the quality of internal legal services.

Conclusion

Business creation requires a methodical approach combining strategic choice of legal form, precise drafting of articles of association, and scrupulous compliance with registration formalities. Digitalisation via the single window has simplified procedures, but tax and social complexity remains. Support from a business lawyer or accountant remains a profitable investment to secure the project. Anticipate future developments in your structure (fundraising, growth, sale) from the outset of drafting the articles to avoid costly restructuring.