EU Inc. is the European Commission's proposed pan-European company form (COM/2026/321), currently being negotiated. The Société par Actions Simplifiée (SAS) is France's flexible private limited company, created in 1994 and now the dominant form for French startups, with around 1 million entities active. For the EU Inc. explainer, see What is EU Inc..
Quick verdict
For founders setting up today in France, the SAS remains the right call. Governance flexibility through the statuts is genuinely best-in-class in Europe, and BSPCE stock options are extremely tax-efficient for qualifying startups.
For founders setting up once EU Inc. is law with operations across multiple EU countries, EU Inc. is likely the better choice. The cross-border recognition advantage is structural and the SAS, however flexible, remains a French national entity.
The trickiest case is French founders with a strong BSPCE programme. EU-ESO is harmonised and EU-wide, but BSPCE is more aggressive in France specifically. Whether the trade is worth it depends on your team's geographic distribution.
Side-by-side
| Dimension | EU Inc. (proposed) | French SAS |
|---|---|---|
| Cost to incorporate | Target under €100, no notary fee | €200–€800 typical, including registration and legal-announcement publication |
| Speed | Target under 48 hours | 1–2 weeks via the formalités portal |
| Minimum share capital | Zero | €1 (effectively zero) |
| Notary required | No, fully digital | Not required for cash contributions. Commissaire aux apports for in-kind contributions above thresholds |
| Governance | EU regulation defines the framework | Maximum flexibility. President plus optional DG. Statuts define almost everything |
| Cross-border recognition | Recognised by regulation in all 27 EU member states | Recognised under TFEU. Cross-border activity often requires local registration |
| Digital incorporation | Digital-by-default, end-to-end | Digital via formalites.entreprises.gouv.fr since 2023, with limitations |
| Stock options | EU-ESO with tax deferred to disposal event | BSPCE for qualifying startups (very tax-efficient), AGA for free-share grants |
| Tax layer | No EU-specific tax. Taxed where management actually sits | Corporate tax 25% standard rate, reduced 15% on first €42,500 for SMEs |
| Status today | Proposal published 18 March 2026, not yet law | Available since 1994, dominant form for French startups |
When the SAS still wins
France-centred startups with BSPCE. BSPCE (Bon de Souscription de Parts de Créateur d'Entreprise) is one of the most founder-friendly stock-option schemes in Europe, with a flat tax rate at exit and no charge at exercise for qualifying recipients. EU-ESO is harmonised and broader in coverage, but BSPCE is more aggressive in its tax treatment. If most of your team will be in France and qualify for BSPCE, the SAS is structurally hard to beat on equity comp.
Governance flexibility. The SAS lets founders draft their own governance through the statuts, with very few mandatory rules. Drag-along, tag-along, founder-vesting, super-voting shares: all routine in the SAS. EU Inc. as proposed allows multiple share classes with different economic and voting rights, but the framework is set in EU regulation rather than left to founder drafting. This will be more rigid than the SAS for unusual structures.
Existing SAS. Conversion costs time and legal fees, and you may lose BSPCE eligibility on outstanding grants depending on how the conversion is structured. Many existing SAS companies will be better off staying put, especially if they are pre-Series A.
When EU Inc. would win, once it's law
- You expect significant headcount in EU countries other than France.
- Your investors are pan-European or non-EU and would prefer not to underwrite French-specific governance terms.
- You haven't yet incorporated and your team is distributed.
- You don't qualify for BSPCE (large company, wrong sector, or shareholder structure that disqualifies).
Bottom line
For France-only setups, particularly early-stage startups that qualify for BSPCE, stay with the SAS. The combination of governance flexibility and BSPCE is genuinely strong. For pan-European setups or for non-French founders looking at France as a base, EU Inc. is likely to be the better choice once it's available.
For existing SAS companies considering conversion, get specific advice. The BSPCE-preservation question is the one that breaks generic answers, and the right call depends on your cap table. Our consult service handles this when EU Inc. is law. To get the launch email, join the waitlist.
Sources
- EU Inc. proposal: COM/2026/321.
- French SAS framework: Légifrance, Code de commerce.
- BSPCE rules: economie.gouv.fr, French Ministry of Finance.
- Registration: formalites.entreprises.gouv.fr.
- Full source list on Sources.