- Converting a SARL into an SAS requires the unanimous consent of the shareholders (Art. L.227-3 French Commercial Code).
- If no statutory auditor is in office, a conversion auditor must issue a report, available at least 8 days before the general meeting (Art. L.224-3 and R.224-3).
- No new legal entity: same SIREN number, same contracts, same financial year (Art. 1844-3 of the French Civil Code).
- Between two forms subject to corporate income tax, there is no immediate taxation of profits or unrealised capital gains.
- Realistic timeframe: two to three weeks up to the meeting, then formalities on the INPI one-stop formalities portal.
Converting a SARL (private limited company) into an SAS (simplified joint-stock company) is a common transaction: flexible articles of association, entry of investors, preference shares, the social security status of the company head. The procedure is short, but it does not tolerate approximation. One missed formality, and the conversion may be declared void. Here is the full procedure, for the company head and their lawyer alike.
When is the auditor's report required?
The SAS is a company limited by shares (société par actions). Art. L.224-3 of the French Commercial Code therefore requires, where the SARL has no statutory auditor (commissaire aux comptes), the appointment of a conversion auditor (commissaire à la transformation). The same applies to an EURL (single-member SARL) that becomes a SASU (single-shareholder SAS).
The report is not required in two situations:
- the SARL already has a statutory auditor: that auditor issues the report;
- the reverse transaction, SAS to SARL, is not a conversion into a company limited by shares.
The auditor's role and work are described in our guide conversion auditor: what to know. If you are unsure about your situation, use our tool Which report do I need?
What the auditor checks and what the shareholders decide
The auditor's report
The conversion auditor assesses, under their own responsibility, the value of the company's assets and any special benefits (Art. L.224-3). The auditor certifies that equity is at least equal to the share capital (Art. R.224-3). For a SARL, Art. L.223-43 also requires a report on the company's position; according to ministerial answer no. 30656 of 25 March 2014, the two may be combined into a single report.
The shareholders' decision
- Unanimous consent of the shareholders to the conversion (Art. L.227-3).
- Express approval of the valuation and of special benefits, failing which the conversion is void (Cass. com., 19 June 2024, no. 22-19.624).
- Adoption of the SAS articles of association: president, any managing directors (directeurs généraux), majority rules, approval, lock-up or exclusion clauses.
- Appointment of the president and, where applicable, of the bodies provided for in the articles.
Tax and social security status
The conversion does not create a new legal entity (Art. 1844-3 of the French Civil Code). Where the SARL is subject to corporate income tax, so is the SAS: there is no change of tax regime, so no immediate taxation of current profits or unrealised capital gains. The financial year continues without an early year-end.
Two points deserve prior review with your chartered accountant: a family SARL (SARL de famille) that has opted for personal income tax, for which the conversion may trigger a change of tax regime with its own consequences (Art. 221-5 of the French General Tax Code (CGI)); and the change in the company head's social security status. A majority manager (gérant majoritaire) is treated as self-employed; the president of an SAS is treated as an employee for social security purposes (Art. L.311-3 of the French Social Security Code), with a different level of contributions.
How the engagement runs, step by step
- Decision in principle and quote. The shareholders approve the plan; you request a quote, with a written reply within 24 working hours.
- Engagement letter and appointment. Unanimous appointment of the auditor, or a petition to the president of the court failing unanimity.
- Drafting the articles. The lawyer or chartered accountant prepares the SAS articles of association, the management report and the draft minutes.
- Sending the documents to the auditor, electronically.
- Audit work: assets, equity, special benefits, the company's position.
- Signed report within 48 hours of receiving the complete file.
- Kept at the registered office and filed with the registry, at least 8 days before the general meeting.
- Extraordinary general meeting (EGM): unanimous decision, express approval of the report, adoption of the articles, appointment of the president.
- Formalities: legal notice publication, then filing on the INPI one-stop formalities portal, which has handled amendment filings since 1 January 2023.
Timeline and legal deadlines
| Step | Deadline | Provision |
|---|---|---|
| Appointment of the conversion auditor | Beforehand, unanimously or by court order | Art. L.224-3 French Commercial Code |
| Report at the registered office | At least 8 days before the general meeting | Art. R.224-3 French Commercial Code |
| Report filed with the registry | At least 8 days before the general meeting | Art. R.123-105 French Commercial Code |
| Notice of meeting to SARL shareholders | At least 15 days before the meeting, by registered letter; no action for nullity if all shareholders are present or represented | Art. R.223-20 and L.223-27 French Commercial Code |
| Decision to convert | Unanimous consent of the shareholders | Art. L.227-3 French Commercial Code |
| Legal notice and formalities on the one-stop portal | Within one month of the decision | Companies register (RCS) formalities |
When all shareholders take part and sign, the decision is often made by unanimous written instrument, which shortens the schedule. The 8-day availability period for the report must still be observed. Our timeline tool calculates the dates from your meeting date.
Documents to provide
To the conversion auditor
- Current articles of association and Kbis extract (company registration certificate);
- Latest approved annual accounts and corporate tax return;
- Recent interim financial statement, trial balance and general ledger;
- Draft SAS articles of association and draft minutes;
- Supporting documents for significant assets (property, business, equity investments).
To the one-stop portal, after the meeting
- Certified copy of the minutes of the general meeting;
- Updated articles of association, certified as true copies;
- Certificate of publication of the legal notice;
- Receipt for the filing of the conversion auditor's report;
- Documents relating to the president if they were not the manager (proof of identity, declaration of no criminal conviction).
How much does converting a SARL into an SAS cost?
The total cost breaks down into three items:
- The conversion auditor's report: from €550 excl. VAT at ALV (conversion into an SA on a quote);
- Registry fees: as an indication, €203.89 incl. VAT according to the scale published by the Paris commercial court registry for this formality;
- The legal notice, whose price depends on the publication and the département;
- and, where applicable, fees for drafting the articles of association.
The auditor's fees vary with the size of the balance sheet, whether assets need to be valued separately, how long ago the last year-end was and whether there are special benefits. The simulator on our pricing page gives an immediate estimate; for a specific case, request a quote.
Frequently asked questions
Does converting a SARL into an SAS create a new company?
No. A regular conversion does not create a new legal entity (Art. 1844-3 of the French Civil Code). The company keeps its SIREN number, its contracts, its bank accounts and its accounting history.
Can a SARL be converted into an SAS by majority vote?
No. Art. L.227-3 of the French Commercial Code requires the unanimous consent of the shareholders. A single shareholder who objects is enough to block the transaction.
Does the conversion have a tax cost for a SARL subject to corporate income tax?
Where both the SARL and the future SAS are subject to corporate income tax, there is no change of tax regime, so no immediate taxation of current profits or unrealised capital gains. The position is different for a family SARL that has opted for personal income tax, which should be reviewed with your adviser.
How long does it take to convert a SARL into an SAS?
In practice, allow two to three weeks between the decision in principle and the meeting: drafting the articles, the conversion auditor's report, then 8 days of availability before the meeting. The formalities are then completed within the month.
Do new accounts have to be prepared at the conversion date?
There is no mandatory year-end: the financial year continues. A recent interim financial statement is nonetheless useful for the auditor to certify that equity covers the share capital.
What is the risk if the auditor's report is not expressly approved?
The conversion may be declared void. The French Supreme Court requires express approval of the valuation by the shareholders (Cass. com., 19 June 2024, no. 22-19.624).
Registered statutory auditor (CRCC Paris), qualified French chartered accountant. He personally signs the firm's reports.
Sources and legal texts
- Paris commercial court registry — Converting a SARL into an SAS (documents, deadlines, cost)
- Infogreffe — Petition for the appointment of a conversion auditor
- Ministerial answer no. 30656, JOAN 25 March 2014 — single report L.224-3 / L.223-43
- Cass. com., 19 June 2024, no. 22-19.624 — express approval (Le Mag juridique)
- CCI Paris Île-de-France — Changing your company's articles of association
Article up to date as at 8 October 2026, for general information only. It does not replace the review of your file by your lawyer or by the firm. Sources are in French.