Business Creation: Complete Legal Steps 2026

Introduction

Creating a business in France is a structured legal journey that requires thorough mastery of administrative and legal procedures. Whether it's a sole proprietorship, an SARL (limited liability company), or a SAS (simplified joint-stock company), 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 single window managed by the INPI came into effect on January 1, 2023, formalities have been digitized, fundamentally 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 system 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 for commercial companies (SARL, SAS, SA).

The articles must mandatorily mention the company name, corporate purpose, registered office, duration (maximum 99 years), share capital, and operating procedures. For a SAS, article L. 227-1 of the Commercial Code offers great statutory freedom, allowing the amendment of the president's powers and management bodies. Conversely, the SARL is more regulated by articles L. 223-1 and following.

Drafting requires particular attention to approval clauses, pre-emption rights, and exit clauses (drag along, tag along) that protect shareholders. A common mistake is underestimating the importance of the shareholders' agreement, a document complementary 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 January 1, 2023, all business creation formalities are carried out through the INPI single window (article 1 of the PACTE law of May 22, 2019). This platform replaces the former CFE (Business Formality Centers).

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 newspaper (JAL), declaration of non-conviction of the director, proof of domiciliation, and the identification 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, an official legal existence document, 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 reporting 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 may opt for liberatory payment of income tax (article 151-0 of the French Tax Code).

SARL and SAS are subject by default to corporate income tax (IS) at the reduced rate of 15% up to €42,500 of profit, then 25% beyond that (article 219 of the French Tax Code). An option for income tax 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 for services, €91,900 for sales), simplified regime, or normal real regime. Reporting obligations include the annual tax return, VAT declarations (monthly or quarterly), and the CFE (Business Property Tax).

Concrete use cases

Case 1 - Independent consultant in micro-business: Marie, an HR consultant, creates a sole proprietorship to invoice her services. Projected revenue: €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 income tax for 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 SAS to welcome investors. Custom-made articles 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 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) regulates the company contract. Directive (EU) 2019/1151 on the use of digital tools has accelerated digitization. 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 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 structure, precise drafting of articles, and strict compliance with registration formalities. Digitization through the single window has simplified procedures, but tax and social complexity remains. Support from a business lawyer or accountant remains a worthwhile investment to secure the project. Anticipate future changes to your structure (fundraising, growth, sale) from the initial drafting of articles to avoid costly restructuring.