Business creation: Complete legal procedures 2026

Introduction

Introduction

Creating a business in France constitutes a structured legal process which requires in-depth mastery of administrative and legal procedures. Whether a self-enterprise, an SARL or an SAS, each legal form involves specific obligations in terms of drafting statutes, registration in the trade and companies register (RCS), and tax regime. Since the entry into force of the single window managed by the INPI on January 1, 2023, the formalities have been dematerialized, profoundly modifying the process. This pillar guide details all the legal steps, the pitfalls to avoid, and the tax implications for each structure, in order to secure your entrepreneurial project from its inception.

1. Choice of legal form and drafting of statutes

The choice of legal form conditions the entire regime applicable to the company: liability of the manager, taxation, social regime, and governance. Article 1832 of the Civil Code defines the company as a contract, which requires rigorous drafting of the statutes for commercial companies (SARL, SAS, SA).

The statutes must mention the company name, the corporate purpose, the headquarters, the duration (maximum 99 years), the share capital, and the operating procedures. For a SAS, article L. 227-1 of the Commercial Code offers great statutory freedom, allowing the powers of the president and management bodies to be adjusted. Conversely, the SARL is more regulated by articles L. 223-1 et seq.

The drafting requires particular attention to the approval, pre-emption, and exit (drag along, tag along) clauses which protect the partners. A common error consists of underestimating the importance of the partners' pact, a document complementary to the statutes but essential for governing relations between partners. Recourse to a lawyer or an accountant is strongly recommended to avoid costly future litigation.

2. Registration and formalities in the commercial register

Since January 1, 2023, all business creation formalities are carried out via the INPI one-stop shop (article 1 of the PACTE law of May 22, 2019). This platform replaces the old CFE (Business Formality Centers).

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

Registration generates the allocation of the SIREN number by INSEE, the SIRET number, and the 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 order 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 self-employed person benefits from the micro-tax regime with a flat-rate reduction (71%, 50% or 34% depending on the activity) and can opt for the final payment of income tax (article 151-0 of the CGI).

SARL and SAS are by default subject to corporate 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 IR is possible for family SARLs or SASs for a maximum of 5 years.

VAT applies according to three regimes: basic franchise (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 (Contribution Foncière des Entreprises).

Concrete use casesCase 1 - Independent micro-enterprise consultant ⬥⬥⬥: Marie, HR consultant, creates a self-business to invoice her services. Forecast turnover: €60,000. It benefits from the VAT exemption (< €36,800 gradually exceeded) and a tax reduction of 34%. Procedures: online declaration via the INPI one-stop shop in 15 minutes.

Case 2 - Creation of a family SARL (catering) ⬥⬥⬥: Three partners create an SARL with €15,000 of capital to open a restaurant. Option for IR over 5 years as a family SARL. Drafting of statutes with reinforced approval clause. Total registration cost: approximately €230 (JAL + INPI).Case 2 - Creation of a family SARL (catering) ⬥⬥⬥: Three partners create an SARL with €15,000 of capital to open a restaurant. Option for IR over 5 years as a family SARL. Drafting of statutes with reinforced approval clause. Total registration cost: approximately €230 (JAL + INPI).

Case 3 - SAS startup with fundraising ⬥⬥⬥: A tech startup opts for the SAS in order to welcome investors. Tailor-made statuses 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) governs the partnership contract. Directive (EU) 2019/1151 on the use of digital tools has accelerated dematerialization. For regulated professions, the Code of Ethics for lawyers (decree no. 2005-790) imposes specific obligations, particularly in terms of professional secrecy (article 226-13 of the Penal Code). ISO 9001 standards can be used to structure the quality of internal legal services.

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 partnership contract. Directive (EU) 2019/1151 on the use of digital tools has accelerated dematerialization. For regulated professions, the Code of Ethics for lawyers (decree no. 2005-790) imposes specific obligations, particularly in terms of professional secrecy (article 226-13 of the Penal Code). ISO 9001 standards can be used to structure the quality of internal legal services.

Conclusion

Creating a business requires a methodical approach combining strategic choice of legal form, precise drafting of statutes, and scrupulous compliance with registration formalities. Dematerialization via the one-stop shop has simplified procedures, but the tax and social complexity remains. Support from a business lawyer or an accountant remains a profitable investment to secure the project. Anticipate future changes to your structure (fundraising, growth, transfer) from the initial drafting of the statutes to avoid costly restructuring.