How to draft SAS articles of association suited to a startup

The SAS is the most flexible legal form for a startup in France, provided that flexibility is translated into concrete advantages in the articles. The French Commercial Code (art. L.227-1 et seq.) allows considerable organisational freedom, leaving founders to include essential rules and safeguards suited to hypergrowth (Legifrance). Conversely, omitting any mandatory provision may block RCS registration.

Useful official frameworks include the Service-Public SAS articles template and free template from Bpifrance Création, to be carefully adapted to your project.

1) Mandatory provisions in SAS articles

Under Articles L.227-1 to L.227-20 of the French Commercial Code and in practice, your articles must specify at least (LegalPlace — Mandatory provisions; Legalstart — SAS):

• Company name and form (SAS), with availability checks and a trademark strategy through INPI.
• A precise but sufficiently broad corporate purpose to cover developments (e.g. software, consulting, training, distribution, R&D, data).
• Registered office and duration (up to 99 years).
• Share capital (freely determined, from €1), nature of contributions (cash, in kind, services), payment arrangements.
• Share allocation (including preference shares where applicable) and identities of initial shareholders.
• Management organisation: appointment/removal of the president (mandatory) and, if needed, managing directors/committees.
• Collective decision-making arrangements (notice, quorum/majority, video/written procedures).
• Financial year and closing date.

Corporate purpose: broad and adaptable

Draft a purpose covering current and future activities (pivots, international business, data exploitation, AI). An overly narrow purpose requires costly amendments at the first pivot. Use the Service-Public template framework and add targeted product/service segments.

Capital, contributions and payment

• Cash: pay at least 50% on formation; the balance may be paid within 5 years (reference to rules applicable to SAS by cross-reference; see Legalstart — SAS).
• Contributions in kind: a contributions auditor is mandatory unless no individual contribution exceeds €30,000 and their total does not exceed 50% of capital (Legalstart).
• Contributions of services: do not form part of capital but confer rights defined in the articles (voting/financial), to be precisely regulated.

Governance and decisions

An SAS must have a president. The articles freely define powers, delegations (e.g. banking signature > threshold, hiring), and collective decision procedures (general meetings, written consultation, video). Certain decisions legally require unanimity, particularly increasing shareholders' commitments (Civil Code, art. 1836 — Legifrance). Include a decision matrix: competent body, quorum/majorities, notice periods.

2) High-value startup-friendly clauses

Variable-capital clause

This allows shareholders to join/leave within a range (floor/ceiling) without amending the articles. Good practice:

• A floor at least equal to 10% of the capital subscribed when the clause is adopted (LegalPlace).
• A high ceiling to accommodate several rounds (seed to Series B) without redrafting.
• Clearly written subscription/buyback procedures (timelines, price, competent body).

Share transfers: approval, pre-emption, lock-up

To control share ownership, combine:

• Approval: mandatory for transfers to third parties; specify the body, deadline and criteria.
• Pre-emption: priority purchase rights for shareholders/created from scratch.
• Lock-up: a non-transferability period (12–36 months) for founders, with exceptions (fundraising, death, IPO offering).

Exclusion of a shareholder

An SAS may provide for a shareholder to be required to sell their shares (exclusion), provided the grounds and adversarial procedure are precisely defined, failing which it is void. Legal basis: Commercial Code, art. L.227-16 (Legifrance).

Preference shares and financial rights

At formation or later, create preference shares to adjust voting and/or financial rights (priority dividends, enhanced information rights). In anticipation of funding rounds, these can incorporate protective mechanisms such as liquidation preference and anti-dilution. For the economic rationale, see our liquidation preference analysis.

Agile governance and execution

• Decisions by written consultation/electronic signature, authorised video meetings, email notices.
• Targeted delegations to the president/managing director (hiring > threshold, debt > threshold, term-sheet signing), with periodic reporting.
• Advisory committees (audit, strategy, R&D) to support swift execution.

Founder vesting and leaver clauses

Vesting (gradual acquisition of shares) and good/bad leaver clauses are often placed in a shareholders' agreement for greater confidentiality, with minimal anchoring in the articles (lock-up/exclusion). To distinguish articles from shareholders' agreements, see our guide to essential shareholders' agreement clauses.

3) Anticipate fundraising and employee equity

• Capital increases: provide delegations of decision-making authority and powers to the body designated by the articles for swift issuance (shares, BSA warrants, preference shares), within legal limits (SAS cross-reference to rules applicable to SAs; Legifrance).
• BSPCE/free shares: SAS eligibility, shareholder decisions and required registers; plan at least one article identifying the competent body and delegation arrangements (practical references: Bpifrance Création).
• Bridge instruments (BSA AIR/SAFE): frame delegations for quick issuance when a round begins.

For overall round coordination, read our legal stages of seed fundraising and guide to understanding and negotiating a term sheet.

4) Procedure: from draft articles to registration

1. Draft and review the articles (founders + adviser). A template can serve as a basis (Service-Public; Bpifrance Création).
2. Open a deposit account and pay at least 50% of cash contributions; obtain the deposit certificate (Legalstart — SAS).
3. Sign the articles and appoint the president (separate instrument or provision in the articles).
4. Publish the incorporation notice in a legal announcements publication, then submit the registration application through the single portal (Service-Public Pro). The court registry then publishes in the BODACC (Justice.fr).
5. Receive the Kbis and transfer funds to the operating current account.

Before finalising the company name, also check trademark and domain availability (preliminary assessment with INPI).

5) Common mistakes and solutions

• Overly narrow purpose: draft a broad purpose with activity segments and related technologies.
• No approval/pre-emption clause: risk of uncontrolled new shareholders. Include them in the articles.
• No variable capital: every mini-round requires an extraordinary general meeting and costs. Add realistic floor/ceiling levels.
• Unclear governance: “> threshold” triggers + precise delegations + standardised minutes.
• Contradictions between articles/agreement: conduct a legal “diff” before each signing; the articles take precedence in relation to third parties.
• GDPR in the articles: data compliance belongs in internal policies, not the articles. See CNIL.

6) Recommended articles structure (typical outline)

• Name – Form – Purpose – Registered office – Duration – Financial year
• Capital (fixed/variable) – Contributions (cash/in kind/services) – Payment
• Shares (classes, preference, voting/financial rights) – Registered securities
• Governance (president, managing director, committees) – Delegations – Conflicts of interest
• Collective decisions (notice, quorum, majority, written/video)
• Transfers (approval, pre-emption, lock-up, undertakings) – Exclusion
• Accounts – Allocation of profit – Oversight
• Miscellaneous (confidentiality, expenses, variable-capital clause, governing law)

7) Operational drafting checklist

• Check all mandatory provisions (L.227-1 et seq. Commercial Code — Legifrance).
• Corporate purpose: include current activities + likely pivots (SaaS, API, AI, data, consulting, hardware).
• Capital: set a variable-capital floor/ceiling; define valuation methodology for buybacks.
• Governance: written delegations, signature thresholds, authorised written consultation and video meetings.
• Preference shares: specify financial (priority dividend, liquidation) and voting rights.
• Transfers: approval, pre-emption, lock-up, exclusion (adversarial procedure).
• Anticipate BSPCE/capital increases: competent body, delegations, registers.
• Review with a lawyer; compare against Service-Public and Bpifrance templates.

Quick FAQ

To frame the choice of legal form itself, compare regimes in our SAS or SARL for a startup analysis, and follow all formalities in the legal steps to create your startup.