How to set up a startup in France? A 2026 step-by-step guide

What is a startup?

If a definition of a startup were needed, it could be described as a newly created, innovative company with high growth potential. Its innovative character stems from the introduction of a new technology or a new methodology applicable to a defined sector.

What legal structures are available for my startup?

Subject to the conditions prescribed for the exercise of certain regulated activities, you may carry on your business:

• as a sole trader (sole proprietorship in France); or
• through a company (incorporation of a commercial company).

The various legal structures for companies in France are governed by the provisions of the French Commercial Code.

In practice, startup founders opt for the legal structure that is most legally flexible, both in terms of shareholding and governance.

Shareholding

First, certain legal structures require a minimum number of shareholders/partners, meaning they cannot be formed by a single entrepreneur. Specifically:

• SAS and SARL entities may be single-member, meaning they can be formed with just one shareholder or partner;
• An SA must have at least two shareholders.

Furthermore, certain legal structures allow the issuance of different categories of securities and accommodate different types of shareholders:

• SARLs issue partnership interests (parts sociales) and cannot issue bonds;
• SASs may issue different categories of shares.

It is therefore important to choose the structure that best facilitates the entry and exit of shareholders.

Finally, a minimum capital amount may be required depending on the legal structure chosen. No legal minimum is required for a SAS.

Governance

Some legal structures have a more complex governance framework to put in place. For example:

• SAs have a more complex governance structure (board of directors or supervisory board and management board);
• SASs (president) and SARLs (manager/gérant) are simpler to manage.

What is the minimum share capital for a SAS?

No minimum share capital is required to incorporate a SAS in France. The shareholders are free to set it in the articles of association.

The share capital of a SAS may be made up of:

• cash contributions (monetary amounts);
• contributions in kind (personal and/or real property).

Must the share capital be paid up upon incorporation?

In a SAS, shares representing cash contributions must be paid up at the time of subscription to at least half (1/2) of their nominal value.

The remaining balance must be paid up, in one or more instalments, within a period that may not exceed 5 years from the date of registration in the trade register (RC).

Do I need to appoint a statutory auditor when setting up a startup?

Since the entry into force of the Pacte Law of May 22, 2019, commercial companies are required to appoint a statutory auditor once they exceed two of the following 3 thresholds:

• €4,000,000 balance sheet total;
• €8,000,000 net turnover;
• 50 employees.

What prior steps must be completed before filing the incorporation file?

To set up a company in France, you must first complete the following steps:

What formalities are required to incorporate a company?

You must file your incorporation documents with the business formalities center (CFE), which acts as the liaison between you and the relevant authorities. The CFE handles the transmission of the file to the competent bodies: tax authorities, URSSAF, commercial court registry, INSEE, etc.

What documents must be filed with the CFE?

Your incorporation file must include the following documents:

• Original articles of association;
• Minutes of the appointment of the officer(s) where such appointments are not included in the articles of association;
• Form M0 duly completed;
• Certificate of publication of the notice of incorporation in a legal notices journal;
• Certificate of share capital deposit where required by the chosen legal structure;
• Proof of registered office;
• Identity documents, declaration of no criminal conviction, and certificate of filiation for the officer(s);
• Authorizations obtained where the company's activity is regulated;
• Proof of registration of the statutory auditor on the official list, together with the letter of acceptance of their mandate (where applicable).

What happens after filing with the CFE?

Filing the incorporation file with the CFE gives rise to:

• Registration of the company in the national directory of businesses and establishments (Sirene);
• Issuance of a Siren identification number and an APE code by INSEE;
• Assignment of a VAT number by the business tax office;
• Registration of the company in the trade and companies register (RCS);
• Issuance of a K-bis extract by the commercial court registry.

How much does it cost to set up a startup in France?

Setting up a startup generates the following costs:

These costs are in addition to professional advisory fees (lawyers, accountants, etc.), particularly for the drafting of the articles of association.

How long does it take to incorporate a company in France?

In practice, the incorporation timeline varies depending on whether the entrepreneur uses the services of a professional (such as a lawyer) or handles the formalities independently.

Using a professional allows you to save considerable time and, above all, to benefit from the best advice to make the choices best suited to your project.

Setting up your startup therefore requires careful preparation, and the documents needed for company formation in France should not be overlooked. Do not hesitate to seek professional support for drafting your articles of association and setting up your startup in France.

Setting up a startup in France as an African entrepreneur

Many Francophone African entrepreneurs (from Senegal, Côte d'Ivoire, Morocco, Cameroon, Tunisia, etc.) choose to set up their startup in France to develop their project alongside their African operations, to access the European market, or to structure a holding company for an international fundraising round. Here is everything you need to know.

Good news: a familiar legal framework thanks to OHADA

For a Francophone African entrepreneur, setting up a company in France is less unfamiliar than it might seem. Here is why:

• 17 Francophone African countries follow OHADA law (Organisation for the Harmonization of Business Law in Africa);
• OHADA law is directly inspired by French law, creating strong similarities with French business law;
• This generates a high degree of legal alignment between France and Francophone Africa (OHADA zone + North African countries);
• This alignment facilitates cross-border transactions and investments within a familiar legal framework.

In practice, the most commonly used legal structures for startups (SAS, SARL) exist both in France and in the OHADA zone, with very similar rules:

The incorporation process in 5 steps

Whether you are incorporating in France or in the OHADA zone, the incorporation process broadly follows the same steps:

Why set up a startup in France as an African entrepreneur?

What structuring strategy should you adopt?

Three main approaches are available to an African entrepreneur wishing to establish a structure in France:

To correctly structure your project between France and Africa, it is essential to anticipate international tax matters (tax treaties, transfer pricing, withholding tax on dividends, capital gains on disposals).

Specific conditions for non-residents and foreign nationals

As an African entrepreneur, several elements must be anticipated:

• Visa and residence permit: if you plan to relocate to France to manage the company, you must obtain a long-stay visa under the "talent passport" scheme (in particular via the French Tech Visa for startup founders). Alternatively, you may appoint a French-resident officer.
• Professional bank account: opening a bank account in France can be complex for non-residents. Consider online banks (Qonto, Shine) or traditional banks with an African presence (BNP Paribas, Société Générale).
• Proof of address: the registered office must be domiciled in France. You may use a commercial domiciliation agreement or rent office space.
• Capital contribution: capital contributions from Africa are subject to the foreign exchange regulations of your country of origin (in particular in the CFA franc zone). Anticipate any required authorizations from BCEAO or BEAC as applicable.
• Foreign administrative documents: any document written in a language other than French must be translated by a sworn translator certified by a French court of appeal.

Specific documents required for a foreign founder

In addition to the standard company formation documents (articles of association, M0 form, etc.), an African entrepreneur will notably need to provide:

• A copy of the passport of the foreign officer(s) (certification is not required, but the original may be requested);
• A declaration of no criminal conviction and a certificate of filiation;
• Proof of personal address in the country of origin, where applicable;
• If the parent company is an African entity: an extract from the trade register of the parent company (e.g., RCCM for OHADA countries) and the decision minutes authorizing the incorporation of the French subsidiary — translated into French;
• A K-bis (or equivalent) of the parent company for contributions in kind.

Tax matters to anticipate

International taxation is a crucial issue for an African entrepreneur setting up a structure in France:

• Bilateral tax treaties: France has signed treaties with most Francophone African countries (Morocco, Senegal, Côte d'Ivoire, Tunisia, Cameroon, etc.) to avoid double taxation;
• Withholding tax: dividends paid by your African subsidiary to your French holding company may be subject to withholding tax (generally between 5% and 15%, depending on the treaty);
• Transfer pricing: if your group has operations between France and Africa, you must document your transfer pricing to avoid a tax reassessment;
• Parent-subsidiary regime: in France, dividends received from a subsidiary (in France or abroad) may benefit from a 95% exemption (parent-subsidiary regime) if certain conditions are met.

This international tax dimension must be considered from the outset in order to optimize your structure and avoid unpleasant surprises at the time of a fundraising round or disposal.