EN — French SAS articles of association for founders

French SAS articles of association (statuts) fix the ownership, governance and exit terms a startup runs on for years. Founders who treat them as boilerplate end up renegotiating control during their first fundraising round. This guide sets out what belongs in the statuts, in what order, and when the DIY route stops being worth the risk in 2026.

Why French SAS articles of association matter for founders

A SAS runs on its statuts, not on default law. The French Commercial Code leaves governance, transfer restrictions and even the number of decision-makers to whatever founders draft — unlike the SARL, where the law fills most of it in. That flexibility is why most French startups incorporate as a SAS, and why weak statuts cause more founder disputes than any other document in the file.

Investors read the statuts before they read a pitch deck. A cap table with no agrément clause, no vesting reference and a single share class signals a startup that hasn't planned past day one. Lina drafts investor-ready SAS statuts as fixed-fee work with senior lawyer review, matching the standard applied across €50M+ in signed deals. Fixing weak statuts mid-round in 2026 costs founders negotiating leverage they don't get back.

Verdict: statuts written for the founding cap table rarely survive a fundraising round unchanged — budget for one amendment pass rather than treating the first draft as final.

Define your objet social and share capital

Start with the two clauses every SAS statuts document needs before anything else: what the company does and how much capital backs it. Get these wrong and every later filing — bank account, first hire, first invoice — stalls behind them.

• Write the objet social broadly enough to cover a pivot, narrowly enough to satisfy your bank and insurers.
• Set share capital above the symbolic €1 minimum if you plan to raise within 12-18 months — under-capitalization is a recurring diligence flag.
• Keep a single share class at incorporation; add preferred shares only once a round is negotiated.
• Confirm the registered office address matches your lease or domiciliation agreement before you file.
• Decide whether capital is paid in cash, in kind, or split between founders unevenly, and record the split in the statuts, not a side note.

Set the président's powers and decision thresholds

The SAS is the only common French startup structure where founders choose the governance model instead of inheriting one. That means someone has to actually decide the rules — do it in the statuts, not by informal agreement.

• Fix whether the président can bind the company alone on contracts above a set value, or needs shareholder approval.
• Set quorum and majority thresholds separately for ordinary decisions (budget, hiring) and extraordinary ones (capital increase, statuts amendment).
• Decide if a comité de direction or non-executive advisors sit alongside the président, and what they can veto.
• Fix the président's term and removal conditions directly in the statuts.

Draft transfer restriction clauses (agrément and pre-emption)

Most generic SAS templates skip this entirely, which is how founders end up with an outside party on the cap table nobody approved. This is also the point where a fixed-fee lawyer earns their keep instead of a template.

• Add an agrément clause requiring existing shareholders' approval before an outside buyer can join the cap table.
• Set pre-emption rights so existing shareholders get first refusal on any shares up for sale.
• Decide whether agrément applies to transfers between family members — most startups exempt them.
• Lina drafts these clauses against your actual cap table and investor expectations, with senior lawyer sign-off before signature, instead of a generic clause pulled from a template site.

Add founder vesting and leaver provisions

Founder vesting protects the company, not just the other founders — a departing co-founder holding 30% of a SAS with no leaver clause is a common reason Series A term sheets stall.

• Set vesting schedules for founder shares, kept separate from BSPCE plans reserved for employees.
• Define good leaver and bad leaver triggers and the buy-back price formula for each case.
• Decide whether vesting terms sit inside the statuts or in a shareholders' agreement — most investors expect a separate signed agreement.
• Cross-reference the shareholders' agreement for co-founders so vesting, exclusion and leaver rules read as one consistent set of terms, not two documents that contradict each other.

File your statuts and complete registration

The statuts have to be signed before the company legally exists — everything after this step depends on getting the file right the first time.

• File the signed statuts with the Guichet unique (INPI), along with proof of registered office and identity documents for the président.
• Publish a legal notice (annonce légale) announcing the incorporation.
• Wait for Kbis registration before signing contracts, opening a business bank account, or invoicing under the company's name.
• Budget a few business days once the file is complete — incomplete files, not the registry itself, cause most delays.

Update your statuts before your first funding round

Statuts drafted for a two-founder, pre-seed SAS do not survive a Series A term sheet untouched. Plan the amendment before the round, not during exclusivity.

• Amend the share capital clause each time new investors subscribe shares.
• Add references to anti-dilution and liquidation preference terms agreed in the term sheet.
• Update governance thresholds if an investor is granted a board seat or veto rights.
• Lina delivers standard SAS statuts amendments as fixed-fee work with senior lawyer review, typically within about 36 hours once scope is agreed.

Comparing your options for French SAS statuts

Common mistakes founders make with SAS statuts

• Copying a SARL-style template and keeping rigid governance instead of using the flexibility a SAS actually allows.
• Setting share capital at €1 to save on incorporation costs, then facing investor pushback on under-capitalization during diligence.
• Skipping the agrément clause entirely, then discovering a co-founder's shares transferred to an outside party with no veto right in place.
• Burying vesting terms in a side email instead of the statuts or a signed shareholders' agreement, leaving no enforceable good leaver clause.
• Waiting until term sheet stage to update the statuts, forcing a rushed amendment during exclusivity in 2026 rounds.

FAQ

One last thing

The French Commercial Code imposes almost no default governance rules on a SAS — every protection founders assume is standard (vesting, agrément, exit mechanics) has to be written in, or it does not exist. Statuts filed for a two-founder pre-seed company in 2026 are a starting draft, not a finished document; the founders who budget for one amendment pass before their first term sheet spend less time renegotiating control later.

Related guides

• SAS governance rules for founders
• Shareholders' agreement for co-founders of tech startups
• Founder vesting and BSPCE clauses