Business Creation: Complete Legal Procedures 2026

Introduction

Creating a business in France is a structured legal process requiring in-depth knowledge of administrative and legal procedures. Whether it is a sole proprietorship, an SARL or an SAS, each legal structure involves specific obligations regarding the drafting of articles of association, registration with 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 dematerialised, profoundly changing the process. This pillar guide details all legal steps, pitfalls to avoid, and tax implications for each structure, 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: liability of the manager, taxation, social regime, and governance. Article 1832 of the 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 obligatorily mention the company name, the corporate purpose, the registered office, the duration (maximum 99 years), the capital, and the operating procedures. For an SAS, Article L. 227-1 of the Commercial Code provides great statutory freedom, allowing for arrangements of the president's powers and governing bodies. Conversely, the SARL is more regulated by Articles L. 223-1 and following.

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

2. Registration and formalities at the commercial register

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

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

Registration generates the assignment 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 a professional body or obtaining a professional card is required beforehand.

3. Tax regime and declarative obligations

The tax regime depends closely on the chosen legal structure. The sole proprietor 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).

SARL and SAS are by default subject to corporate income tax (IS) at the reduced rate of 15% up to €42,500 of profit, then 25% beyond (Article 219 of the CGI). An option for IR is possible for family SARL or SAS 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. Declarative obligations include the annual tax return, VAT declarations (monthly or quarterly), and the CFE (Business Land Tax).

Concrete use cases

Case 1 - Independent HR consultant in sole proprietorship: Marie, an HR consultant, creates a sole proprietorship to invoice 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 SARL (restaurant): Three partners create an SARL with €15,000 capital to open a restaurant. Option for IR over 5 years because family SARL. 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 an SAS to welcome investors. Customised articles with preference shares, BSPCE for employees, and a detailed shareholders' agreement. Initial capital of €10,000 with liquidation preference clauses.

Legal compliance and references

Business creation falls within a complex legal framework. The Commercial Code (Articles L. 123-1 to L. 123-11) regulates 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 has accelerated dematerialisation. For regulated professions, the Code of Ethics for Lawyers (Decree No. 2005-790) imposes specific obligations, particularly regarding professional secrecy (Article 226-13 of the 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 strict compliance with registration formalities. Dematerialisation via the single window has simplified procedures, but tax and social complexity remains. Support from a business lawyer or accountant remains a cost-effective investment to secure the project. Anticipate future developments of your structure (fundraising, growth, sale) from the initial drafting of the articles of association to avoid costly restructuring.