Shelf Companies France: Buying a Ready-Made French SAS or SARL

What a Ready-Made Company in France Is

A ready-made company in France, also sold as a shelf company or an off-the-shelf company, is a French SAS, SASU, SARL or EURL that is already entered on the Registre du commerce et des sociétés but has never traded. Buying one creates nothing new: you acquire all of its actions (in an SAS) or all of its parts sociales (in a SARL), so the legal person, its nine-digit SIREN and the creation date printed on its Kbis remain exactly as they were. What changes is the owner, the président or gérant and, if you wish, the name, the purpose and the registered office. Both forms are the French counterpart of a private limited company such as a Ltd, a GmbH or an aktiebolag. Compared with a European ready-made company elsewhere, France has two transfer regimes, a duty on the price and a fast registry.

Why Buyers Choose an Existing French Company, and What It Does Not Save

The reasons are concrete. The company has an earlier creation date, which anyone can see by ordering its Kbis; its SIREN and SIRET exist, and so does a VAT number if the tax office issued one; and it is a legal person that can already sign, open a supplier account or apply for a lease. What it does not save in France is registration time. According to Infogreffe, a complete file is entered by the greffe within one clear working day of receipt, and INPI says half of the applications made on the guichet unique are processed and validated in a day. The buyer of a shelf company uses that same portal to record the new président or gérant. If the creation date matters to nobody, a newly formed company is just as quick and starts with statuts written for the business: see company formation in France.

What the Buyer Takes Over and What Changes

Item	After the purchase
Legal person, SIREN, creation date	Unchanged: the same company under new ownership
Intracommunity VAT number	Unchanged where issued, since it is FR, a key and the SIREN; a company under the franchise en base may have none and asks the SIE for one
Shareholders of an SAS or SASU	Entered in the share register and shareholder accounts; not shown on the Kbis
Associés of a SARL or EURL	Updated statuts filed on the guichet unique within one month
Président or gérant	New appointment, a legal notice within one month and a filing within one month
Name, purpose, registered office	Amendment of the statuts, then legal notice and filing, each within one month of the decision
Beneficial-owner declaration	Updated within 30 days of the change of control
Bank account	Stays with the company if it has one; the bank re-checks the new owners
Annual accounts and tax returns	Still due every year, as they were while the company was dormant

How Shares in a French SAS Change Hands

Actions of an SAS or SASU can in principle be sold freely, but the statuts may make any sale subject to the company’s prior approval (Article L227-14 of the Code de commerce), give the other shareholders pre-emption, or lock the shares for up to ten years, and a sale in breach of such clauses is void. A written share purchase agreement is not compulsory, though Service-Public recommends one. The ordre de mouvement moves the shares from the seller’s account to the buyer’s, and the sale becomes enforceable against the company once it is recorded in the registre des mouvements de titres and the shareholder accounts.

Registration duty on actions is 0.1% of the price, or 5% where the company’s assets are mainly real estate. A written agreement is presented for registration within one month of signature; without one, the sale is declared within the month on form 2759 or online in the impots.gouv.fr professional space. The buyer normally bears the duty. The share sale on its own needs no legal notice and no registry filing, because shareholders are not shown on the Kbis; a filing follows where the statuts name the shareholders, or where the purchase comes with a new président, which is the usual case for a shelf company.

How Parts in a French SARL or EURL Change Hands

A SARL is stricter. Parts may be sold to an outsider only with the consent of a majority of the associés holding at least half of the parts, unless the statuts demand more; the company has three months to reply and silence counts as consent (Article L223-14). In an EURL the sole associé decides alone. The sale must be recorded in writing, by private deed or before a notary, and signatures may be electronic if they meet the reliability conditions. It binds the company once the deed is served on it or an original is deposited at the registered office against a certificate from the gérant, and binds third parties only once the amended statuts are filed with the RCS (Article L221-14, applied to the SARL by Article L223-17), which is done on the guichet within one month.

Registration duty on parts is 3% of the price after a statutory allowance: a threshold of €23,000 is spread across the whole share capital, so the price of each part sold is reduced by €23,000 divided by the total number of parts before the rate applies. Where the company mainly holds real estate the rate is 5% with no allowance. The deed is registered within one month.

Step	SAS / SASU	SARL / EURL
Approval of the buyer	Only if the statuts require it	Associés holding at least half of the parts, for an outsider
Written deed	Recommended, not required	Required
Effective against the company	Entry in the shareholder accounts	Service of the deed, or deposit of an original at the registered office
Registry filing for the sale itself	None, unless the statuts name the shareholders	Amended statuts within one month
Legal notice for the sale itself	None	None
Registration duty (Article 726 CGI)	0.1% of the price	3% after the statutory allowance

New Président or Gérant and the Beneficial-Owner Register

A shelf company is bought to be run by its new owners, so the share sale is followed by a change of director, decided as the statuts lay down in an SAS and by associés holding more than half of the parts in a SARL. A notice naming the outgoing and incoming director is published in a legal-announcement medium within one month, and the change is declared on the guichet within one month with the minutes, the attestation de parution, any updated statuts and the new director’s identity document (identity card, passport or residence permit), sworn declaration of non-conviction and attestation of filiation. Moving the registered office to the area of another commercial court takes two notices, at the old and the new address, and a new beneficial-owner declaration.

The register of beneficial owners names every natural person who holds, directly or indirectly, more than 25% of the capital or voting rights, or controls the company by other means; if nobody qualifies, the legal representative is entered. Since 31 July 2024 only the authorities, businesses with anti-money-laundering duties and applicants with a legitimate interest can consult it.

Checks Before Buying a Never-Traded French Company

• The Kbis. It can be ordered on infogreffe.fr for any company on the RCS and shows the creation date, capital, registered office, activity, managers and any collective proceedings.
• Accounts and returns actually filed. A company with no activity still approves and files annual accounts and sends its corporate tax return marked “néant”. Anything left unfiled stays with the company, and so with its new owner.
• Any declared dormancy. A French company can be put en sommeil for two years at most; if nothing is filed when that period ends, the greffier may strike it off.
• Capital not yet paid in. Any unpaid part falls due within five years of registration, and while it is outstanding the company does not qualify for the 15% rate on its first slice of profit.
• The statuts. Approval, pre-emption and lock-up clauses in an SAS, majority rules in a SARL, and whether the shareholders are named.
• The beneficial-owner filing. As the register is closed to the public, ask the seller for the declaration on file.

Bank Accounts and French Ready-Made Companies

A French company’s bank account belongs to the company, so where a ready-made company has one, it stays with the company when the shares are sold. The bank then reviews the new shareholders, the new président or gérant and the updated beneficial-owner declaration, and may keep the account, ask for more documents or close it; that decision is the bank’s alone. The French banks checked for our bank page ask for a Kbis under three months old, certified statuts and the identity documents of the legal representatives, and at least one signs the account contract only in a branch. Deposits of a company are covered by the FGDR up to €100,000 per customer per institution; accounts at payment or e-money institutions are not. See our page on bank accounts for French companies and the guide to shelf companies with bank accounts.

When a Ready-Made Company Brings Nothing Over a New One

There are several cases in France where buying is the wrong route. If no counterparty cares about the creation date, a new SAS registered through the guichet unique gives the same kind of legal person with statuts drafted for the business. If the business needs share classes, investor rights or a particular purpose clause, the ready-made statuts will be rewritten anyway, and each amendment means a decision, a legal notice and a filing. A purchased company also changes nothing about where its director may live and work: a non-EU national can hold the mandate from abroad, but running the company from France still requires a residence permit. And a never-traded company has no trading history to show, only the nil filings of its dormant years.

Frequently Asked Questions about Shelf Companies in France

Can a foreigner buy a ready-made company in France?

Yes. French law sets no nationality or residence condition for shareholders, and a non-EU national may be président or gérant while living abroad, without a visa or residence permit. A residence permit becomes necessary only to live in France and actually run the company there. A buyer who becomes director files an identity document, a sworn declaration of non-conviction and an attestation of filiation with the appointment.

How long does it take to take over a French shelf company?

The sale itself has no statutory waiting period: SAS shares pass when entered in the buyer’s account, and SARL parts once the written deed is signed and the consent rule is met, which raises no delay where the seller owns every part. The filings that follow carry one-month deadlines, and Infogreffe states that the greffe deals with a complete file within one clear working day.

Do I need a notary to buy a French company?

No. The sale of SAS shares needs no deed at all, although a written agreement is recommended, and the sale of SARL parts needs a written deed that can be a private agreement. A notary is used only by choice, or for a related step where the law requires one, such as contributing real estate to the capital. Signatures can be electronic if they meet the reliability conditions, so a buyer abroad does not have to travel for the transfer.

What tax is due when buying the shares of a French company?

Registration duty on the price, at rates set by Article 726 of the Code général des impôts: 0.1% for actions of an SAS or SASU, 3% for parts of a SARL or EURL after a statutory allowance spread across all the parts, and 5% where the company mainly holds real estate. The buyer normally pays it, and it is declared or registered within one month of the sale or of signing the deed.

Does a ready-made French company keep its SIREN and VAT number?

Yes. The SIREN identifies the legal person, and the intracommunity VAT number is built from it: FR, a two-digit key and the SIREN. Selling the shares does not create a new company, so both remain. A company under the franchise en base may never have been given a VAT number, because the tax office sends one automatically only to VAT-liable companies; the new owners then request it on impots.gouv.fr.

How can I look up a French company before buying it?

Order its Kbis on infogreffe.fr, which anyone can do for any company on the RCS, or download its RNE extract from the Annuaire des entreprises; both show the creation date, capital, registered office, activity and managers. INSEE also issues an avis de situation for each SIREN in its Sirene directory. Shareholders and beneficial owners are not shown, so ask the seller for the share register, the statuts, the filed accounts and the current beneficial-owner declaration.

How We Help With a French Purchase

We can supply a ready-made French company or, where buying brings nothing, form a new one. For a purchase we prepare the share transfer documents, the decisions appointing the new président or gérant and the filings on the guichet unique, help prepare the bank application and, if we have a working contact at a suitable bank, make an introduction; the bank alone decides.

See also the France overview, company formation in France, bank accounts for French companies and aged shelf companies.