Business Creation: Complete Legal Procedures 2026

Introduction

Creating a business in France is a structured legal journey that requires thorough mastery of administrative and legal procedures. Whether it is a sole trader, a SARL or a SAS, each legal structure 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 counter managed by the INPI on 1 January 2023, formalities have been dematerialised, profoundly changing the process. This pillar guide details all legal steps, pitfalls to avoid, and tax implications for each structure, in order to secure your entrepreneurial project from its inception.

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

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

The articles of association must compulsorily mention the company name, the object, the registered office, the duration (maximum 99 years), the share capital, and the operating procedures. For a SAS, article L. 227-1 of the French Commercial Code provides great freedom in the articles, allowing the adjustment of the powers of the president and management bodies. Conversely, the SARL is more closely governed by articles L. 223-1 and following.

Drafting requires particular attention to approval clauses, pre-emption rights, and exit provisions (drag along, tag along) that protect shareholders. A common mistake is to underestimate the importance of the shareholders' agreement, a document supplementary to the articles of association but essential for governing relationships between partners. The use of 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 creation formalities are carried out via the INPI single counter (article 1 of the PACTE Act of 22 May 2019). This platform replaces the former CFE (Business Formalities Centres).

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

Registration generates the attribution of the SIREN number by INSEE, the SIRET number, and the APE code. The Kbis, the 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 disclosure obligations

The tax regime depends closely on the legal structure chosen. The self-employed person benefits from the micro-tax regime with a flat-rate deduction (71%, 50% or 34% depending on the activity) and can opt for the liberatory payment of income tax (article 151-0 of the French Tax Code).

SARL and SAS are by default subject to corporation tax (IS) at the reduced rate of 15% up to €42,500 of profits, then 25% beyond (article 219 of the French Tax Code). An option for income tax is possible for family SARLs or SAS for a maximum of 5 years.

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

Concrete use cases

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

Case 2 - Creation of a family SARL (catering): Three shareholders create a SARL with €15,000 capital to open a restaurant. Option for income tax for 5 years as it is a family SARL. Drafting of articles of association 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 of association with preferred shares, BSPCE for employees, and detailed shareholders' agreement. Initial capital of €10,000 with preferential liquidation clauses.

Legal compliance and references

Business creation falls within a dense legal framework. The French Commercial Code (articles L. 123-1 to L. 123-11) governs registration and the RCS. The French Civil Code (articles 1832 to 1844-17) governs the partnership agreement. Directive (EU) 2019/1151 on the use of digital tools accelerated dematerialisation. For regulated professions, the Code of Conduct for Lawyers (decree no. 2005-790) imposes specific obligations, particularly regarding professional secrecy (article 226-13 of the French Criminal 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 structure, precise drafting of articles of association, and scrupulous compliance with registration formalities. Dematerialisation via the single counter has simplified procedures, but fiscal and social complexity remains. Support from a business lawyer or accountant remains a cost-effective investment to secure the project. Anticipate future developments in your structure (fundraising, growth, sale) from the initial drafting of the articles of association to avoid costly restructuring.