France: Governing Laws/Bylaw Requirements


Governance and bylaw requirements vary depending on incorporation type. For associations, the simplest incorporation type, there are no requirements for internal management except that all members must be invited to an Annual General Meeting organized by the association’s management.

For foundations and endowment funds, it’s advised that you seek legal counsel for more in-depth guidance.


Company governance requirements depend on the incorporation type. For example, SARL companies may have two directors, whereas SAS companies may only have one. SAS companies are also more flexible in the composition of their internal structure, whereas SA companies have a very rigid internal structure defined by French law.

The bylaws (also referred to as the “articles of association”) are binding on all directors and shareholders. Company bylaws are generally required to include the following:

  • Company name
  • Registered address
    • The address determines which jurisdiction the company falls under.
  • Purpose of company
    • Determines the types of activities that the company can carry out. There are legal consequences for straying substantially from the company purpose (e.g., fines, deportation, etc.)
  • Duration of company
    • Companies usually incorporate for 99 years, the maximum amount of time allowed under the law.
  • Amount of registered share capital
    • Not all due at the time of incorporation. Depending on incorporation type, a portion of share capital can be provided at a later date.
  • Number and form of company shares
  • Rights and obligations of shareholders on transferring shares (e.g., tag-along rights, preemption rights, right to approve a new shareholder, etc.)
    • Including this portion in the bylaws—as opposed to only a shareholding agreement—helps to guarantee enforceability.


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