Sole proprietorship (EI), EURL, SARL, SA, etc., whatever legal form chosen, questions entrepreneurs ask themselves are not lacking! Business creation (or takeover) is an adventure that requires being well informed about legal, accounting, tax rules.
In first time, it is necessary to define project in order to verify that it is achievable (know-how, resources, constraints, ...).
Then, it is important to carry out market study to verify viability of project (clientele, competition, etc.) and to establish forecast turnover. Indeed, allows analyzing supply and demand on given market in order to implement commercial strategy. At this stage, it is recommended to constitute business plan to establish financing need, profitability potential of project and choice of legal structure. Business plan takes form of synthetic document allowing simply presenting ins and outs of your project.
As for legal status, it is legal framework of company. Now, according to desired activity and protection of estate sought, certain legal forms are more or less adapted. Once choice decided, business creation formalities can begin.
Business creation: why consult a notary?
matrimonial regime, declaration of unseizability of estate, protection mandate... Me David MENNETRET, notary in Reims and President of Notarial Institute of business and companies, and Me Florence POUZENC, notary in Paris, advise you (conference held at Go Entrepreneurs fair on 9 June 2021).
What legal status to choose to create your company?
Opt for sole proprietorship (without legal personality)
Sole proprietor is natural person who exercises in own name (i.e. without creation of company legal person) a commercial, artisanal, industrial or liberal activity.
Until then natural person wishing to exercise professional activity in own name could opt between two regimes: Individual Entrepreneur (EI) or Individual Entrepreneur with Limited Liability (EIRL).
Law of Feb 14, 2022: Sole Trader Unified Legal Status (EI)
Law No. 2022-172 of 14 February 2022 in favor of independent professional activity, abolished EIRL regime to leave only single status, that of individual entrepreneur (EI), provided in articles L526-22 to L526-26 of Commercial Code.
This single status is more protective and simpler: since 15 May 2022, individual entrepreneur has by right (without formalities to do) a professional estate distinct from personal estate, protecting him, as well as family, from risks inherent to his activity. Moreover, administrative and legal framework is simplified whether for formalities linked to creation and management of company or for its transmission.
To know: within framework of sole proprietorship, individual entrepreneur can adopt micro-enterprise regime and thus enjoy simplified micro-social (L 613-7 of Social Security Code) and micro-fiscal regime as well as lightened administrative obligations. Micro-entrepreneur can exercise all artisanal activities, most commercial activities and certain liberal activities. Certain agricultural, real estate or artistic activities cannot be exercised in this framework.
Opt for creation of company, legal person distinct from entrepreneur
It is also possible to create company (EURL, SARL, SA, SAS, etc.), i.e., legal person distinct from entrepreneur. Creation of company is possible for single person (EURL or single-member SARL) and is mandatory in presence of two partners. This solution is relevant for example for those who, from start, create important structure and need adapted fiscal and social regime.
There are two large families of companies: civil companies and commercial companies, according to activity exercised by enterprise.
Civil company
Entrepreneur wishing to exercise real estate, liberal or agricultural activity must turn to civil company:
- — real estate civil company (SCI),
- — professional civil company (SCP),
- — attribution civil company,
- — construction sale civil company (SCCV),
- — portfolio civil company, etc.
Warning: in principle, partners of civil companies are personally and indefinitely liable, but without solidarity, for payment of debts of company in proportion to their share in share capital (C. civ. art. 1857).
Commercial company
Conversely, entrepreneur wishing to exercise purchase/resale, rental, transport, etc. activity will opt for commercial company:
- — public limited company (SA),
- — simplified joint-stock company (SAS) or single-person simplified joint-stock company (SASU),
- — limited liability company (SARL) or single-member limited liability company (EURL),
- — general partnership (SNC), …
Other elements must be taken into consideration in choice of legal status: limited number of partners or opening to new partners, functioning of company (human resources, financial resources, …), social status of manager, fiscal regime of company...
Notary is privileged interlocutor to advise on choice of status regarding family, estate and project situation.
After choosing form of company, certain formalities must be carried out, in particular filing of registration file with INPI, on formalities entreprises.gouv site.
What are aids for business creation?
During creation of company, if project needs financing, different aids are available to creators. They can take different forms: payment of sum of money, tax relief, exemption of social contributions, help in formalities, etc.
For example:
ARCE (aid for resumption and creation of company)
This is financial aid paid by France Travail to compensated jobseekers in form of capital corresponding to 60% of remainder of rights to unemployment insurance. To learn more about ARCE.
ACRE (aid for creation or resumption of company)
This aid allows partial exemption of social contributions during twelve months. Can benefit, under conditions, compensated jobseekers, beneficiaries of ASS or RSA, young people under 25, etc. These persons must create or resume activity either independently, or as company. To learn more about ACRE.
Tax reliefs for Young innovative companies
Young innovative companies (JEI) benefit from tax reliefs or exemptions of social charges. To learn more about JEI.
Solidarity honor loan
Solidarity honor loan can also be granted to jobseekers, young people and other project holders under certain conditions.
Regional aids: support devices for creation and resumption of company (former NACRE device)
During creation of company, NACRE device (New Accompaniment to Creation or Resumption of Company), was device proposed by State. Since 2017, accompaniment to creation and resumption of company is delegated to regions.
Thus each region proposes support device for business creation which may consist of help with setting up creation project, help with financial structuring and/or follow-up of company development.
As example, Auvergne-Rhône-Alpes region proposes diagnostics and accompaniment to 'boost creation or resumption project'. In Normandy, region proposes diagnosis and preparation of project, financing plan assembly and follow-up for 3 years.
Bank guarantees, accompaniments, scholarships, investment funds, etc. To learn more about aids, consult reference database of aids to companies.
How to protect your personal estate?
According to INSEE, in 2025 about 75% of new companies register as sole proprietorships (of which about 90% opt for micro-entrepreneur regime), while about 25% of creators choose corporate form. In this context, question of protection of personal estate of sole proprietor is of great importance.
Old status of individual entrepreneur with limited liability
Until 2022, sole proprietors had single estate including indistinctly professional assets and personal assets. In case of bad business or bankruptcy, liberal professionals, artisans, traders or other agricultural operators had to answer for professional commitments on totality of their assets (professional and personal). To prevent these risks, they could proceed to declaration of unseizability (drafted by notary, which allows making private immovable assets unseizable by professional creditors) or opt for EIRL status which allowed them to allocate certain assets to professional activity, only these assets then being committed in case of difficulties.
Note: main residence of individual entrepreneur is unseizable by right (C. com., art. L526-1).
New status of individual entrepreneur
Law No. 2022-172 of 14 February 2022 in favor of independent professional activity, abolished status of Individual Entrepreneur with Limited Liability (EIRL) to make way for new status of individual entrepreneur (EI).
Since 15 May 2022, individual entrepreneur has by right distinct professional estate from personal estate, protecting him, as well as family, from risks inherent to his activity (C. com. L526-22 et seq.).
Constitution as limited liability company (SARL, EURL, SAS, SASU, etc), also allows protecting personal estate of partners since professional creditors cannot seize them. Creator's liability is thus limited to his contribution in company.
Warning: this limited liability is sometimes questioned, in particular when manager is surety for company, if he commits management faults or if he commits fraudulent maneuvers.
How to protect your spouse during business creation?
Most couples unite under regime of community reduced to acquests. This is legal regime applying to spouses who do not sign any marriage contract. However, spouses can change matrimonial regime, when that initially chosen no longer suits them. This is case for example when one of them creates company. Separation of property regime is often preferable to safeguard family estate, facilitate management of company and ensure sustainability of working tool in event of separation.
Thus, in case of difficulty, creditors cannot seize assets of entrepreneur's spouse. Moreover, in case of divorce, company does not enter mass of common assets; thus spouse cannot claim half of it. Same in case of death of entrepreneur's spouse: company does not enter his succession mass.
Spouse status and estate exposure
However, separation of property regime can also appear source of imbalance and injustice. Spouse not exercising professional activity may find himself deprived in case of separation or death of entrepreneur. When spouse (or PACS partner) participates in company activity, must be declared. There are three statuses: associate spouse, employee spouse and collaborating spouse (L 121-4 et seq. C. com.).
Notarial Guidance & Balance
Question of choice of matrimonial regime or status of spouse/partner is essential. In order to choose most adapted solution, it is preferable to turn to your notary.
Expert guidance for your business ventures
Schedule a meeting with our notary office to secure your articles of association, marital agreements, and shareholder pacts.