UK Ltd vs US LLC vs France SAS: Complete 2026 Comparison Guide

Last verified: 2026-05-02

Three of the most popular vehicles for international founders in 2026 are the UK private company limited by shares (“Ltd”), the US limited liability company (“LLC”) — typically formed in Delaware, Wyoming, or Nevada — and the French Société par Actions Simplifiée (“SAS”). Each is a creature of a different legal system, yet they all serve the same practical role: a separately‑incorporated, limited‑liability vehicle suitable for one or more founders.

This guide is a side‑by‑side legal comparison of the three. It is intended for founders, advisers, and document‑preparation teams who need to understand — at the level of statutes and section numbers — how the three regimes differ.

Quick Answer (TL;DR)

• UK Ltd — fastest and cheapest digital incorporation. Companies Act 2006 governs. £100 digital filing fee from 1 February 2026 (Companies House). No nationality or residency requirement for directors. Best for: founders who value speed and English‑language filings.
• US LLC — formed under state law (Delaware, Wyoming, or Nevada are common). State filing fees range USD 75–USD 500. Pass‑through tax by default under Subchapter K of the Internal Revenue Code. Best for: asset protection, real estate holding, online businesses, or where a US tax footprint is necessary.
• France SAS — €1 minimum capital and high statutory freedom under Code de commerce art. L.227‑1 et seq. Filing is centralised through the Guichet Unique (INPI). All bylaws must be in French (Loi n°94‑665). Best for: founders operating in France, accessing French talent, or fundraising from French/EU investors.

Comparison Table at a Glance

Country-by-Country Deep Dive

United Kingdom — Private Company Limited by Shares (Ltd)

The Companies Act 2006 is the principal statute. Section 7(1) states that “a company is formed under this Act by one or more persons (a) subscribing their names to a memorandum of association (in accordance with section 8), and (b) complying with the requirements of this Act as to registration (sections 9 to 13).”

Key features for international founders:

• No residency or nationality requirement. Section 157 only requires that a natural‑person director be at least 16 years old. The company itself must have a UK registered office under section 86 (as amended by the Economic Crime and Corporate Transparency Act 2023 — PO Boxes are no longer permitted).
• Three statutory documents under section 9: memorandum of association (s.8), application for registration (the IN01 information set), and statement of compliance (s.13).
• Model Articles by default under the Companies (Model Articles) Regulations 2008 (SI 2008/3229) — adoptable in full, modified, or replaced with bespoke articles.
• PSC register under Part 21A and Schedule 1A: any individual holding more than 25% of the shares or voting rights, or otherwise exercising significant control, must be registered.

Identity verification under ECCTA 2023. From 2026, all directors and PSCs must verify their identity through GOV.UK One Login or via an Authorised Corporate Service Provider. MmowW Scrib🐮 prepares documents but does not act as an ACSP — users file in their own name.

Filing fees from 1 February 2026:

• Incorporation (digital): £100
• Same‑day digital service: £150
• Confirmation statement (annual): £50

Primary sources:

• Companies Act 2006: https://www.legislation.gov.uk/ukpga/2006/46/contents
• Companies House fees: https://www.gov.uk/government/news/companies-house-fees-are-changing-from-1-february-2026

United States — Limited Liability Company (Wyoming Example)

The US has no federal corporate formation statute. Each of the 50 states plus the District of Columbia has its own LLC statute, registrar (typically the Secretary of State), and fee schedule. Wyoming has been the most popular state for foreign founders forming an LLC due to:

• Strong charging order protection — under Wyo. Stat. §17-29-503, a creditor’s only remedy against a member’s interest is a charging order (not foreclosure).
• No state income tax.
• Low filing fee (USD 100) and low annual report fee (USD 60 minimum).

Required documents under Wyo. Stat. §17-29-201:

Federal layer obligations (apply to every US LLC):

• EIN (Employer Identification Number) — apply via IRS Form SS-4: https://www.irs.gov/forms-pubs/about-form-ss-4
• Beneficial Ownership Information (BOI) report to FinCEN under the Corporate Transparency Act: https://www.fincen.gov/boi
• Tax classification election (default = disregarded for single‑member, partnership for multi‑member; election to be taxed as a corporation via Form 8832 or as an S‑corp via Form 2553).

Critical caveat for foreign founders. Forming in Wyoming and operating in California still requires California foreign qualification (CA Corp. Code §2105) plus California minimum franchise tax of USD 800 per year. The “tax savings” from forming in Wyoming are widely misunderstood — they apply only to genuine Wyoming‑source income.

Primary sources:

• Wyoming Secretary of State: https://wyobiz.wyo.gov/Business/RegistrationInstr.aspx
• Cornell LII Wyoming LLC Act: https://www.law.cornell.edu/wex/wyoming_llc_act

France — Société par Actions Simplifiée (SAS)

The SAS is governed by Code de commerce art. L.227-1 to L.227-20-1. It was introduced in 1994 and has become the dominant form for start‑ups and freelancers (as a single‑shareholder SASU) in France.

Key features:

• High statutory freedom. Article L.227-9 leaves the conditions of collective decision‑making almost entirely to the bylaws (statuts), unlike the highly prescriptive SARL regime.
• €1 minimum capital. No minimum threshold (L.227-1 al. 4 referencing L.225-3) — although half of cash contributions must be paid up at incorporation, with the remainder within five years.
• Single representative. A SAS must have a Président (L.227-6) who may be an individual or a legal entity. The Président may be a non‑resident, but if exercising functions in France a carte de séjour passeport-talent — création d’entreprise is required under CESEDA art. L.421‑13.
• Director social-security regime. The Président is assimilé salarié — affiliated to the régime général via URSSAF — which is more expensive than the SARL gérant’s TNS regime but provides better social protection.

Required documents (under C. com. art. R.123-53 to R.123-66):

Filing process. Since 1 January 2023 (Décret n°2021-300) all formalities are submitted through the Guichet Unique at https://formalites.entreprises.gouv.fr/. The bylaws must be in French (Loi n°94-665 art. 1).

Typical 2026 cost breakdown (SAS):

Primary sources:

• Code de commerce: https://www.legifrance.gouv.fr/codes/texte_lc/LEGITEXT000005634379
• Guichet Unique: https://formalites.entreprises.gouv.fr/
• INPI fee schedule: https://www.inpi.fr/sites/default/files/inpi_tarifs.pdf

Decision Framework

Choose UK Ltd if:

• You are a solo founder or small team and need an English‑language vehicle quickly.
• You will trade with UK or EU clients and want UK invoicing credibility.
• You can complete identity verification through GOV.UK One Login.
• You do not currently need a US bank account or US tax footprint.

Choose US LLC (Wyoming) if:

• Your business is fully online and you want US payment processing (Stripe, PayPal Business, Mercury).
• You want strong asset protection (charging order limits in Wyo. Stat. §17‑29‑503).
• You will not have employees in the US and your customers are global.
• You are prepared to handle the federal BOI report to FinCEN and annual EIN/tax return obligations.

Choose France SAS if:

• You will operate in France or hire French‑resident employees.
• You will fundraise from French/EU investors (the SAS is the standard French start‑up vehicle).
• You can manage French‑language bylaws and the URSSAF/social‑security obligations of an assimilé salarié Président.
• You want the highest statutory freedom on internal governance available in continental Europe.

Common Pitfalls — Gyoseishoshi View

1. Confusing pass‑through (US) with entity‑level (UK/FR). A US LLC is transparent for federal tax purposes by default — profits are taxed in the hands of the members. A UK Ltd and a French SAS are opaque — the company itself pays corporation tax (UK) or impôt sur les sociétés (France) before any distribution. This single difference often drives the entire choice for an international founder.

2. The “form in Delaware/Wyoming and pay no tax” myth. US state of formation does not by itself determine where federal income tax is owed; nexus does. A foreign founder owning a Wyoming LLC who operates in California, Texas, or New York may still owe state income tax there and will require foreign qualification.

3. France: forgetting the language requirement. Bylaws of a French SAS must be in French. An English‑language draft prepared elsewhere has no legal value in France. Translation by a traducteur assermenté is required for any supporting document originally in another language.

4. UK: leaving model articles unmodified for two‑shareholder companies. A 50/50 split with two directors is structurally deadlocked under the model articles. Modifying them — or adopting a separate shareholders’ agreement — is essential. (Companies Act 2006, s.281(3) — special resolutions need 75%.)

5. Beneficial ownership compliance is now universal.

• UK: PSC register (Companies Act 2006, Part 21A).
• US: BOI report to FinCEN under the Corporate Transparency Act.
• France: DBE filing via Guichet Unique within 30 days (C. mon. fin. L.561‑46). All three regimes apply the same conceptual threshold: a natural person who owns or controls more than 25%.

Conclusion

The UK Ltd, US LLC, and French SAS are not interchangeable. Each is a creature of its own statute with distinct registration, governance, and tax mechanics. The right choice depends on where the business will operate, where the founders are tax‑resident, and where customers and investors are.

For most international founders MmowW Scrib🐮 supports, the decision is dictated by one of three drivers: speed and English‑language filings (UK), payment processing and asset protection (US LLC), or operating in France and accessing French talent and investors (SAS).

A common pattern in 2026 is a two‑entity structure — for example, a UK Ltd as the operating company and a Wyoming LLC as a holding company, or a French SAS with a UK Ltd subsidiary. Each adds compliance complexity and should be modelled before adoption.

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Disclaimer

Legal information, not legal advice. MmowW Scrib🐮 is operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not solicitors, barristers, attorneys, avocats, or licensed legal practitioners in any jurisdiction.

Sources

United Kingdom

1. Companies Act 2006: https://www.legislation.gov.uk/ukpga/2006/46/contents
2. Companies House fees from 1 February 2026: https://www.gov.uk/government/news/companies-house-fees-are-changing-from-1-february-2026
3. Identity verification at Companies House: https://www.gov.uk/guidance/identity-verification-at-companies-house
4. Companies (Model Articles) Regulations 2008: https://www.legislation.gov.uk/uksi/2008/3229/contents/made

United States 5. Wyoming Secretary of State business registration: https://wyobiz.wyo.gov/Business/RegistrationInstr.aspx 6. Wyoming Statutes Title 17 Chapter 29: https://www.law.cornell.edu/wex/wyoming_llc_act 7. IRS Form SS-4 (EIN): https://www.irs.gov/forms-pubs/about-form-ss-4 8. FinCEN Beneficial Ownership Information: https://www.fincen.gov/boi

France 9. Code de commerce: https://www.legifrance.gouv.fr/codes/texte_lc/LEGITEXT000005634379 10. Guichet Unique (INPI): https://formalites.entreprises.gouv.fr/ 11. Service-Public.fr — création d’entreprise: https://entreprendre.service-public.fr/vosdroits/N16108 12. C. mon. fin. art. L.561-46 (DBE): https://www.legifrance.gouv.fr/codes/article_lc/LEGIARTI000033517497