How do I set up a SARL? Instructions in 8 steps!

By Samantha Mur

Published: October 23, 2024

For your business start-up project, you've chosen the legal framework of a limited liability company (SARL), a status that is still very popular with entrepreneurs. What do you need to know to set up a SARL? This legal form requires certain precautions to be taken when setting it up, so as to ensure that your actions are completely legal. What are the legal requirements? What administrative steps need to be taken?

This article offers you a practical guide to the main features and rules that apply to this status, outlining the main stages to be followed and the formalities to be aware of when setting up this type of business. Let us guide you!

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What is an SARL?

A SARL is a limited liability company. This legal form of enterprise enables several people to join in the entrepreneurial adventure, and is ideally suited to family businesses or SMEs. Each person who contributes share capital at the time of creation becomes a partner in the company. In the case of a single-member SARL, commonly known as an EURL (entreprise unipersonnelle à responsabilité limitée), the partner is the sole shareholder.

This legal form limits the financial liability of partners to the amount of their contributions. If the company runs into difficulties, the risk for each partner is limited to the loss of their contributions. This status does not jeopardize their assets, and avoids potential legal action by creditors.

In brief, here are the main features of an SARL:

Articles of association: drafted by a legal specialist at the time of creation, these set out the legal rights and obligations binding the individuals and legal entities within the company, as well as the operating procedures and objectives of the SARL;
share capital: capital is mandatory, but there is no legal minimum or maximum amount;
one (or more) manager(s), the company's legal representative. This person manages the company and signs its day-to-day deeds. The extent of his or her powers may be specified in the articles of association;
one or more associates, who have made a contribution and acquired shares in the company. They take part in important decisions at general meetings;
a tax regime: generally subject to corporation tax (impôt sur les sociétés - IS).

There's nothing complicated about setting up an SARL , but there are a number of highly regulated procedures and formalities to follow, as detailed below.

How do you set up an SARL? Formalities in 8 steps

Step 0: Before setting up

Before you get started, a few points need to be considered.

✅ Choice of partners: with the SARL legal status, the company can have between 2 and 100 partners;
✅ Choice of company name: make sure the name is available from the INPI;
✅ Choosing the amount of your capital: the amount to be set is very free, so it's up to you to consider the initial investments you'll need for the start-up of your business;
✅ Do you have all the diplomas, certifications and approvals required for a regulated profession?
✅ Do you have any special training needs (business management, accounting, etc.) to get you off to a good start?

Other considerations may come into play before you set up your SARL, depending on your needs and the specifics of your business.

Stage 1: drafting the articles of association

This stage is fundamental to the creation of any company. It must be carried out rigorously, as it determines the legal operation of your company and defines the relationships between the partners.

Which document should be used to create an SARL?

Standard articles of association are available for sale in specialized bookshops or on the Service-public.fr website:

📑 Model articles of association for an SARL

Some details are mandatory (such as the company's legal form, name, registered office, corporate purpose, amount of share capital, etc.), while others are strongly recommended (such as the powers of directors, their term of office, the opening and closing dates of the financial year, etc.).

💡 Don't hesitate to call on a legal expert to guide you through these steps.

The articles of association must be drawn up by notarial or private deed.

Once they have been drawn up, you date and sign the articles of association and, in certain cases, register them with the business tax department.

Step 2: Appointment of the SARL's manager

When creating a SARL, the partners appoint one or more managers. The manager may be appointed directly in the articles of association, or by means of a deed appointing the manager.

This separate deed gives you a certain degree of flexibility, as it is more restrictive and costly to amend the articles of association in the event of a change of manager.

Stage 3: Incorporation and deposit of share capital

The partners of an SARL are required to build up a share capital and file it with the appropriate body in order to be able to register their new company.

This can be done by opening a business account in the name of the new company.

What are contributions?

Contributions are assets made available to the company for joint use. They may be paid in :

in cash : sums of money,
in kind: movable or immovable property,
in industry : know-how, expertise and skills.

In return, associates receive company shares and rights.

💡 Please note: if the value of an asset exceeds €30,000, or if the total amount of contributions does not exceed half the share capital, a commissaire aux apports must assess the in-kind contributions.

SARL creation: what is the minimum amount?

There is no minimum capital contribution at incorporation (just a symbolic one euro!). The amount is freely determined by the partners, and then set out in the articles of association. However, it is advisable to exceed the minimum required to give the company a certain investment capacity.

Capital deposit

There are several ways to deposit capital:

at the bank: depending on your needs and expectations, in a blocked account;
at the Caisse des Dépôts et des Consignations ;
with a notary.

👉 Note: at least 20% of the required amount must be deposited at the time of creation; the remaining sum can be paid in instalments over five years.

Step 4: Domiciliating your company

Your company's registered address is its registered office, i.e. the address where the company is actually managed (not necessarily the place of production or operation). The registered office is registered with the relevant Centre de formalités des entreprises (CFE), and any changes must be reported to this body.

Occupancy of business premises declared as the registered office must be justified. This may be :

your home,
a domiciliation company,
a business incubator,
premises dedicated to the company's activity.

In all cases, supporting documents may be requested. The address of the premises used must appear on all commercial documents.

Step 5: Finalizing and signing the articles of association

The final articles of association are signed once the contributions have been deposited, and each partner receives a copy of the articles, which he or she must date, sign and initial.

The appendices include, for example:

the contribution auditor's report,
a statement of acts carried out on behalf of the company during its formation, etc.

☝ Please note: if the managing director is named in the articles of association, he or she is required to sign the articles of association, adding the words "Bon pour acceptation des fonctions de gérant" ("Good for acceptance of the duties of managing director").

Step 6: Publication of a legal announcement

Once the documents have been signed by all the partners, you need to contact an authorized legal gazette to publish a notice of incorporation. The legal gazette can be freely chosen from those in the department where your company's registered office is located.

👉 A number of mandatory items must be included, such as:

company name
amount of capital,
company form,
registered office address,
corporate purpose,
duration of the company's existence,
surnames, first names and contact details of directors and partners,
the Trade and Companies Register.

At the beginning of the advert, you'll find details of how the articles of association were drawn up, whether by notarial deed or private agreement, and the date on which the founding documents were signed.

You will then receive a certificate of publication from the JAL.

Step 7: Declaration of incorporation

The declaration is made by completing the M0 business creation form, available for download from the official government website and from Service Public.fr. The form is Cerfa no. 11680*05.

[This form is used to declare the creation of a limited liability company (SARL, SELARL, including single-member companies - EURL), except for agricultural activities.

Service-public.fr

The following documents must be enclosed:

💰 a certificate of deposit for cash and industrial contributions,
✒ a copy of the SARL's articles of association,
📍 proof of registered office,
👤 proof of identity,
📃 a declaration of non-conviction, etc.

This step may require the assistance of an expert.

☝ Please note: when you set up your business, you'll have to choose between the normal real VAT regime and the simplified real VAT regime; and you'll have to opt for your method of taxation on profits, either IR or IS.

Step 8: Submitting your registration file

You can now send your complete registration file to the CFE or the clerk's office of the relevant Commercial Court. This can be done online.

Once we have received your complete registration file, you will be assigned a unique identification number: the Siren, to be used in all dealings with public authorities and organizations, as well as a Siret number and an APE activity code, issued by Insee.

The Kbis receipt you obtain proves the effective registration of your company, and should be kept in a safe place. Your SARL is now officially created!

💡 Good to know: you can't make any commitments on behalf of your company until it has been registered with the Registre du Commerce et des Sociétés (RCS). For documents required for its creation, affix the words "In the name and on behalf of the company [name of the SARL] being created".

🔎 You can find more information and details on the Service-Public-pro.fr website or by watching the following summary video on the legal status of the SARL:

How much does it cost to set up an SARL?

The minimum cost of setting up an SARL is around €300, which includes :

publication costs: between €200 and €300, depending on the price of the legal gazette,
company registration fees: €39.42.

In addition, a notary or lawyer may be called in to draw up the articles of association. Calling in a specialist is highly recommended to avoid further costs associated with revising the articles of association.

How can you reduce the costs involved while benefiting from tailor-made support?

Using the services of an online chartered accountant is a sensible solution: in addition to the accounting tool, this accounting management solution also includes a consulting dimension. From the moment you set up your business, you'll be accompanied by a specialist, who will help you every step of the way and answer your questions in a personalized manner.

The Wity platform enables you to set up your SARL online, taking care of all the legal formalities for you, such as filling in the M0 form and filing it with the registry, drafting the articles of association and publishing them in the Journal Officiel. You'll simplify and speed up the procedure, at a fraction of the cost.

Similarly, to make bookkeeping easier right from the start, you may want to consider an accounting management solution from the outset, such as Sinao, which is very easy to learn and offers scalable pricing. With a support team on hand to answer your questions, it's ideally suited to young businesses.

The advantages of SARL legal status

limited liability: partners are only financially liable up to the amount of their contribution, even in the case of a single-member SARL or EURL (limited liability company);
a flexible tax system: for the first five years, profits can be taxed directly in the name of the partners, instead of being subject to corporation tax (IS);
flexible financing: no minimum or maximum share capital is required by law, and the status allows variable capital;
security for associates: majority associates do not have carte blanche over the running of the company, and their decisions are subject to agreement, thus protecting minority associates;
social benefits for managers: majority shareholders (with more than 50% of the shares) must pay social security contributions on part of their dividends, but they can be affiliated to the self-employed workers' security scheme.