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Comparison · 5 min read
EU Inc vs SAS: what French founders should actually do
The SAS is already one of Europe's most flexible structures. EU Inc's promise is that it works the same everywhere. For a purely French business, is the switch worth it? Here is the honest answer.
The short answer
For a single-country French business, the SAS remains excellent, and EU Inc may not be worth the migration cost. EU Inc’s value to a French founder appears the moment you raise across borders, hire across borders, or plan to operate in more than one EU country — where one entity beats a French SAS plus foreign subsidiaries and a holding.
Side by side
| Dimension | SAS (France) | EU Inc (proposed) |
|---|---|---|
| Flexibility / bylaws | Very high — near-total contractual freedom | High — standardized, harmonized across EU |
| Jurisdiction | France only | Recognized identically across 27 member states |
| Registered office | Must be in France | Free choice across the EU (pillar 1) |
| Stock options | BSPCE (favourable, but France-specific) | Standardized tax-on-sale ESOP (pillar 4 — under threat) |
| Set-up cost | Low for SAS (no min. capital since 2009) | To be defined; single-registry filing intended |
| Cross-border | Requires subsidiaries / branches abroad | Designed as the single pan-European standard |
| Maturity | Battle-tested, predictable | New; no case law yet |
When to stay in a SAS
When EU Inc wins for you
- You are raising from pan-European or US-friendly funds that dislike the SAS’s French idiosyncrasies.
- You will hire across 3+ EU countries and want one entity instead of a French SAS + subsidiaries.
- Your cap table has, or will have, international investors who want a familiar, standardized instrument.
Migration from SAS → EU Inc: what is actually involved
Migration is the hard, under-discussed part — and it is where most French founders will need guidance. The work typically includes:
- Converting SAS share classes (and BSPCE) into the EU Inc instruments — the legal equivalency mapping.
- Handling BSPCE specifically: France’s share options are favourable but France-specific, so their treatment under EU Inc is a genuine open question.
- Managing public register (RCS/greffe) exit vs. the new EU registry entry.
Getting the share-class and BSPCE mapping right early matters, because correcting it later is expensive. The diagnostic indicates whether migration makes sense for a given situation, or compare EU Inc vs Delaware.