Company formation in 2026: complete guide

Setting up a company in 2026 is no longer a matter of filing a paper file at the registry. Since the generalisation of the electronic one-stop shop run by the INPI (French intellectual property office), all formalities go through a single dematerialised platform, and the decisions that shape the company (legal form, the manager's social security regime, drafting of the articles of association) bind the founder for the long term. A founder who chooses the wrong corporate form or rushes the articles of association pays for those errors for years, in contributions, in tax and in disputes between shareholders. This guide sets out, step by step, how to form a company in 2026, from the choice of structure to the obligations that follow registration.

Choosing the legal form: the decision that shapes everything

The choice of legal form governs everything else: the founder's liability, the tax regime, the manager's social status, and the terms on which shareholders come in and leave. It is the decision with the heaviest consequences in the whole process of forming a company, and the one on which legal support proves most worthwhile.

Sole proprietorship or company: the first fork

Before even speaking of a company, the founder must settle a simple question: to trade in their own name or to create a separate legal entity.

The sole proprietorship (entreprise individuelle, EI) is not a company. Since Law No. 2022-172 of 14 February 2022 in favour of independent professional activity, the sole trader benefits from an automatic separation between personal assets and business assets, without any particular formality. That reform abolished the former EIRL status for new businesses. The EI suits the independent consultant, the craftsman starting alone, and the micro-entrepreneur whose turnover remains below the thresholds of the micro-tax regime.

Forming a company, by contrast, means bringing into existence a legal entity with its own assets, registered with the Trade and Companies Register (RCS). It is the necessary step as soon as several shareholders join together, an investor takes a stake in the capital, or the activity requires a structure that is credible to banks and partners.

Overview of the main corporate forms

The forms most common in practice fall into companies based on capital and companies with a predominantly personal character.

• The SAS (simplified joint-stock company) and its single-shareholder version, the SASU, dominate new formations. Their success rests on freedom in the articles of association: the shareholders organise governance, the conditions for transferring shares and voting rights almost freely.
• The SARL (limited liability company) and the EURL (its single-shareholder form) offer a more rigid but more strongly legally regulated framework, reassuring for family projects or for shareholders unfamiliar with formalities.
• The SA (public limited company) is intended for large-scale projects open to investors, with a minimum share capital of €37,000 set by the French Commercial Code.
• The SCI (French property holding company) is used to hold and manage real estate, whether to organise the holding of a rental building among relatives or to separate the premises of a commercial business from the operating company.
• The SNC (general partnership) remains marginal because of the unlimited and joint liability of the partners for the company's debts.

In the SAS, SASU, SARL and EURL, the shareholders' liability is in principle limited to their contributions. That limitation nevertheless falls away as soon as a manager commits a management fault separable from their duties or a bank requires a personal guarantee, a frequent scenario for a start-up loan.

The criterion of the manager's social security regime

A point too often neglected when forming a company: the manager's social status changes radically according to the form chosen, with a direct impact on the cost of contributions and on social protection.

The president of an SAS or SASU falls within the general social security regime as an employee-equivalent (assimilé salarié). Contributions are higher, but cover (notably pension) is more protective. Conversely, the majority manager of an SARL and the sole shareholder-manager of an EURL fall within the self-employed regime (TNS), affiliated to the self-employed social security scheme: lighter contributions, but lesser protection, in particular for death and disability cover and pension. The formation and operation of the SASU, as well as the position of the sole shareholder, are detailed in our guide devoted to that corporate form.

Take the concrete example of a consultant hesitating between an SASU and an EURL for an activity generating a moderate income. In an SASU, they will contribute more but build up their rights; in an EURL, they will optimise short-term cash flow at the price of weaker cover. No choice is universally better: it depends on age, family situation and remuneration strategy (salary versus dividends).

Drafting the articles of association: the founding instrument

The articles of association (statuts) are the company contract. They set the rules between shareholders and organise how the legal entity operates. The French Civil Code and the French Commercial Code impose a core of mandatory particulars: the form, the corporate name, the registered office, the corporate purpose, the amount of capital, the duration (which may not exceed 99 years), the identity of the contributors and the allocation of shares.

The corporate purpose deserves particular attention. Too narrow, it restricts development and requires a costly amendment of the articles as soon as the activity evolves. Too broad, it may alert banks or cause insurance difficulties. A well-drafted purpose describes the main activity, adds the related activities envisaged, then a catch-all clause covering any operation directly or indirectly connected with the purpose.

The statutory freedom of the SAS is a double-edged weapon. It allows fine-tuned organisation of approval, pre-emption and exclusion clauses, or multiple voting rights. But poorly calibrated articles become a source of litigation when a shareholder wishes to leave, a disagreement blocks decisions, or an investor imposes leonine clauses. In an SARL, the statutory framework fills the gaps left by the articles more fully, which reassures novice founders at the price of less flexibility. On the differences between SAS and SARL and the criteria for choosing between these two forms, see our comparative guide.

Two practical points shape the drafting. First, as soon as there are several shareholders, a shareholders' agreement separate from the articles allows power relations, non-competition undertakings or exit terms to be organised confidentially. Second, the contribution of an asset (a business, a building, equipment) in place of a cash contribution requires the involvement of a contribution auditor (commissaire aux apports) on the conditions laid down by law, unless legally exempted, in order to avoid an overvaluation engaging the shareholders' liability.

Paying up and depositing the share capital

The share capital represents the shareholders' contributions to the company. For the SARL, EURL, SAS and SASU, no legal minimum is required: a symbolic capital of one euro is legally possible. In practice, a derisory capital weakens the company's credibility with banks and suppliers and provides no cash cushion. The amount should be calibrated to the real start-up needs.

Cash contributions (sums of money) must be deposited in a blocked account before registration. Three depositaries are possible: a bank, a notary or, for certain operations, the Caisse des dépôts et consignations. The bank or notary issues a certificate of deposit of the funds, an indispensable document in the registration file. The funds are released on presentation of the Kbis extract, once the company is registered.

The law authorises partial payment of the capital for cash contributions: at least one fifth must be paid up on incorporation for an SARL, and one half for an SAS, with the balance to be paid within five years. This option eases initial cash flow, but unpaid capital remains owed and may be called at any time. It also blocks certain advantages, notably the application of the reduced corporate income tax rate, which requires fully paid-up capital.

Publishing the notice of formation in a legal announcements newspaper

The formation of a commercial company must be the subject of legal publicity intended to inform third parties. In practice, a notice of formation must be published in an authorised legal announcements newspaper (journal d'annonces légales, JAL) in the département of the registered office, or with an authorised online press service.

The notice contains the essential particulars: name, form, capital, registered office, purpose, duration, identity of the managers and the registry of registration. The fee for this publication is a flat rate set each year by order, the amount varying according to the form of the company and the département. The certificate of publication is attached to the file filed on the one-stop shop. This formality must not be confused with the later publications required by amendments to the articles (change of manager, transfer of registered office, capital increase).

Filing the file on the INPI one-stop shop

This is the step that has changed most in recent years. Since 1 January 2023, pursuant to Law No. 2019-486 of 22 May 2019, known as the PACTE Law, all company formation formalities go through the electronic one-stop shop for business formalities run by the INPI (French intellectual property office). The former business formalities centres (CFE) have disappeared, and paper filing at the registry is no longer the normal route.

The one-stop shop centralises the declaration and automatically forwards it to the competent bodies: the registry of the commercial court for registration with the RCS, INSEE for the allocation of the SIREN number and the SIRET numbers, the tax authority and the social security bodies. At the same time, the information feeds the national business register (RNE), also created by the PACTE Law and kept by the INPI, which gathers business data previously scattered across several registers.

The dematerialised file comprises the signed articles of association, the certificate of deposit of the funds, the certificate of publication of the legal notice, proof of occupation of the registered office, the managers' identity documents, a declaration of no criminal conviction and of parentage, and, depending on the activity, the authorisations or qualifications required (regulated activities). Once the file is validated and the company registered, the founder obtains the Kbis extract, the company's true identity card, and its identification numbers. The funds deposited at the bank are then released.

The register of beneficial owners

Beyond registration, the company must declare its beneficial owners, that is, the natural persons who ultimately control it, in principle those holding, directly or indirectly, more than 25% of the capital or voting rights, or exercising control by other means. This declaration forms part of the fight against money laundering and terrorist financing.

Failure to comply with this obligation is subject to criminal penalties. The declaration is made at the time of registration and must be updated on each change in the holding structure. The terms of access to this data have changed since the judgment of the Court of Justice of the European Union of 22 November 2022, which invalidated general public access to the register, access remaining open to the authorities and to persons showing a legitimate interest.

After registration: obligations not to be overlooked

Forming a company is only the starting point. Several obligations arise immediately after registration, and overlooking them exposes the company to penalties or tax reassessments.

The company must open a dedicated business bank account, keep regular accounts, and file its annual accounts at the registry for the forms required to do so (SARL, EURL, SAS, SASU, SA). Filing of accounts is an obligation whose breach may lead to an order subject to a daily penalty made by the president of the commercial court. Companies may request confidentiality of their accounts on the conditions laid down by the French Commercial Code, an option reserved in particular for micro and small enterprises within the legal thresholds.

The choice of tax regime deserves an informed decision. The SAS and the SARL are by default subject to corporate income tax (IS), but may opt, subject to conditions and for a limited period, for income tax (IR). The EURL is by default subject to IR but may opt for IS. This option affects the manager's cash flow and personal taxation: a trade-off between remuneration subject to contributions and dividends must be made from the first year.

The founder must also check eligibility for support schemes, notably ACRE (aid for the creation or takeover of a business), which gives entitlement to a partial exemption from social security contributions at the start of the activity, subject to conditions. Finally, depending on the activity, compulsory insurance (professional liability, ten-year construction guarantee in the building sector) and specific authorisations condition the lawful start of operations.

Conclusion

Company formation in 2026 combines an administrative procedure largely simplified by the INPI one-stop shop with legal choices that are anything but trivial. The most costly error is not filling in a form wrongly, but choosing an unsuitable corporate form, drafting articles of association that are too standardised, or neglecting the link between the manager's social security regime and the remuneration strategy. Dematerialisation has made the formality accessible to all, but it has also made commonplace structuring decisions that many founders take without measuring their effects over ten years.

The reflex to adopt: before signing the articles and depositing the capital, have your structure validated by a legal professional who will test your real business plan against the legal form, tax regime and social status chosen. A few hours of review at the outset costs infinitely less than a conversion of the company or a dispute between shareholders two years later.

Frequently asked questions

What is the minimum capital to form a company in 2026?

For an SARL, an EURL, an SAS or an SASU, no minimum capital is required: a symbolic one euro is sufficient in law. Only the SA requires a minimum share capital of €37,000 under the French Commercial Code. In practice, capital that is too low weakens the company's financial credibility and leaves the business with no start-up cash, so it is prudent to calibrate the capital to the real needs of the project.

How long does it take to form a company?

Where the file is complete, registration through the INPI one-stop shop generally takes place within a few working days after validation by the registry. The time needed beforehand depends mainly on the time taken to draft the articles of association, open the account and deposit the capital, steps that may take one to several weeks depending on the bank's responsiveness. An incomplete file or a regulated activity requiring authorisations lengthens this timetable significantly.

Is a notary or a lawyer needed to draft the articles of association?

The involvement of a professional is legally compulsory only in certain cases, notably where real estate is contributed to the company, which requires a notarial deed. In other situations, the articles may be drawn up under private signature. However, using a lawyer is strongly recommended as soon as there are several shareholders, specific clauses or an investor, because standardised articles are a frequent source of deadlock and litigation.

SAS or SARL: which form should be chosen to form a company?

The SAS offers great freedom in the articles and a manager treated as an employee under the general regime, with higher contributions but better social protection. The SARL is more strongly regulated by law, and its majority manager falls within the self-employed regime, which is less protective but less costly. The choice depends on the number of shareholders, plans to open up the capital and the manager's remuneration strategy.

Is the INPI one-stop shop compulsory for all formalities?

Yes. Since 1 January 2023, pursuant to the PACTE Law of 22 May 2019, the electronic one-stop shop run by the INPI is the single entry point for business formation, amendment and cessation formalities. The business formalities centres have been abolished and paper filing at the registry is no longer the normal route. The one-stop shop automatically forwards the information to the registry, INSEE, the tax authority and the social security bodies.

What is the declaration of beneficial owners?

It is the identification of the natural persons who actually control the company, in principle those holding more than 25% of the capital or voting rights, or exercising control by other means. This declaration, compulsory from registration, forms part of the fight against money laundering and must be updated on each change. Its absence exposes the managers to criminal penalties.

Can an SCI be formed to manage a family property?

Yes, the SCI (French property holding company) is designed precisely to hold and manage real estate jointly. It facilitates the gradual transfer of a property among relatives and allows ownership of the premises to be separated from the operating business. Its formation follows the same steps as that of a commercial company (articles of association, legal publicity, registration), but it falls within the regime of civil-law companies (sociétés civiles), with indefinite liability of the partners for the company's debts, which justifies prior legal advice. The steps of forming an SCI and the choices to be made when forming it are set out in our guide devoted to that subject.