Bitcoin in Corporate Structure: SAS, Holding, and MicroStrategy-Style Treasury

Legal and tax analysis: holding Bitcoin as a corporate entity in France

December 2025 | Legal and tax analysis | Reference document

Table of Contents

1. Introduction: The MicroStrategy/Strategy Model
2. Companies That Hold Bitcoin
3. French Legal Framework
4. Suitable Corporate Structures
5. Corporate Crypto-Asset Taxation
6. Accounting and Standards
7. Treasury Strategy: Practical Implementation
8. Risks and Limitations
9. Case Studies and Simulations
10. Sources and References

1. Introduction: The MicroStrategy/Strategy Model

When a publicly traded company turns Bitcoin into its primary treasury strategy.

1.1 The MicroStrategy Revolution

On August 11, 2020, MicroStrategy Inc. (rebranded as Strategy in February 2025) became the first publicly traded company to adopt Bitcoin as its primary reserve asset. This decision, driven by CEO Michael Saylor, triggered an unprecedented wave of institutional adoption.

"MicroStrategy has adopted Bitcoin as its primary treasury reserve asset based on our belief that Bitcoin is a reliable store of value and an attractive investment asset with greater long-term appreciation potential than holding cash."

Source: Michael Saylor, CEO MicroStrategy, press release August 11, 2020

1.2 The Evolution to Strategy

In February 2025, MicroStrategy formalized its strategic pivot by rebranding as Strategy, reflecting its transformation from a software publisher into a "Bitcoin Treasury Company."

1.3 The Investment Thesis

Saylor's strategy rests on several pillars:

1. Monetary inflation: The dollar loses purchasing power through money creation
2. Absolute scarcity: 21 million BTC maximum, never more
3. Network effect: Growing adoption = growing value
4. Treasury reserve: Bitcoin > cash over the long term
5. Leverage effect: Borrowing in dollars to buy Bitcoin

Key point: Strategy has never sold a single bitcoin since 2020, despite drawdowns exceeding 70%.

2. Companies That Hold Bitcoin

From MicroStrategy to Tesla, a global overview of Bitcoin treasuries.

2.1 Global Corporate Holdings Ranking

Source: Bitcoin Treasuries, bitcointreasuries.net, December 2025

2.2 Varied Motivations

Strategy/MicroStrategy: Ideological conviction + inflation protection

• Massive and regular purchases
• Financing through convertible debt
• Intensive communication about Bitcoin

Tesla: Treasury diversification + innovation

• Initial purchase of $1.5B in February 2021
• Partial sale (75%) in 2022
• Retention of a residual position

Block (Square): Strategic coherence

• Cash App allows Bitcoin purchases
• Treasury aligned with the product
• Moderate and stable investment

Marathon, Riot, Hut 8: Integrated mining

• Own Bitcoin production
• Retention rather than immediate sale
• Maximum exposure to price

2.3 The European Case: Bitcoin Group SE

Bitcoin Group SE (Germany) is the main publicly listed European company holding Bitcoin:

Observation: No major French publicly listed company has adopted a significant Bitcoin treasury strategy to date.

3. French Legal Framework

Can French companies legally hold Bitcoin in their treasury?

3.1 Legal Qualification of Crypto-Assets

Under French law, crypto-assets are defined by Article L. 54-10-1 of the Code monetaire et financier (Monetary and Financial Code, or CMF):

"Digital assets include:

1. Tokens referred to in Article L. 552-2, excluding those fulfilling the characteristics of financial instruments [...];
2. Any digital representation of value that is not issued or guaranteed by a central bank or public authority [...]"

Source: Article L. 54-10-1 CMF

Consequence: Crypto-assets are classified as intangible movable property (biens meubles incorporels), not currencies or financial instruments.

3.2 Capacity of Legal Entities to Hold Crypto-Assets

Principle: Any French legal entity may hold crypto-assets, subject to:

1. Corporate purpose (objet social): The corporate purpose must allow such holding
2. Corporate interest (interet social): The decision must be consistent with the company's interest
3. Proper decision-making: In accordance with the procedures set out in the bylaws

3.3 Amending the Corporate Purpose

For a French company to legitimately hold Bitcoin in its treasury, its corporate purpose should include:

Recommended wording:

"The company's purpose, in France and abroad, is:

• [Main activity]
• The management of its treasury, including the acquisition, holding, and disposal of digital assets within the meaning of Article L. 54-10-1 of the Code monetaire et financier
• And generally, all financial, movable, or real estate transactions directly or indirectly related to the corporate purpose"

3.4 Authorizations and Licenses

A company holding Bitcoin for itself does not need PSAN registration.

PSAN registration (Prestataire de Services sur Actifs Numeriques — Digital Asset Service Provider) is required only for activities on behalf of third parties:

• Custody on behalf of third parties
• Buying/selling on behalf of third parties
• Operating an exchange platform

Important: Holding Bitcoin in treasury for own account is unrestricted and requires no authorization.

4. Suitable Corporate Structures

SAS, holding, or SARL: which legal structure for your crypto strategy?

4.1 Comparison of Legal Forms

4.2 The SAS: The Ideal Vehicle

The Societe par Actions Simplifiee (SAS) — Simplified Joint-Stock Company — is the most suitable form for a Bitcoin treasury strategy:

Specific advantages:

4.3 The Holding Company: Advanced Optimization

Typical structure:

                    +---------------------+
                    |   NATURAL PERSON    |
                    |   (You, family)     |
                    +---------------------+
                              |
                              | 100% or near-totality
                              v
                    +---------------------+
                    |   HOLDING (SAS)     |
                    |   "Crypto Invest"   |
                    |   - Holds BTC       |
                    |   - Receives        |
                    |     dividends       |
                    +---------------------+
                              |
                    +---------+---------+
                    |                   |
                    v                   v
          +-----------------+ +-----------------+
          |   SUBSIDIARY 1  | |   SUBSIDIARY 2  |
          |   (Operating    | |   (Other        |
          |   company)      | |   activity)     |
          +-----------------+ +-----------------+

Advantages of the holding structure:

5. Corporate Crypto-Asset Taxation

Corporate income tax versus flat tax: the advantage of reinvesting before tax.

5.1 Applicable Tax Regime

Capital gains on crypto-assets realized by a company subject to IS (impot sur les societes — corporate income tax) are included in taxable income.

2025 IS rates:

5.2 Taxable Events

5.3 Capital Gain Calculation

FIFO method (First In, First Out) is generally accepted:

Capital gain = Sale price - Acquisition cost (FIFO)

Example:

FIFO calculation:

• BTC sold = first one purchased (EUR40,000)
• Capital gain = 90,000 - 40,000 = EUR50,000
• IS (25%) = EUR12,500

5.4 Individual vs. Corporate: Comparison

5.5 The Reinvestment Advantage

The main advantage of corporate holding: reinvestment before tax.

Comparative example:

Conclusion: A corporate structure allows you to defer taxation and compound 100% of your gains.

6. Accounting and Standards

How to record Bitcoin on the balance sheet: intangible assets or inventory?

6.1 Applicable Accounting Standards

In France, crypto-assets are generally recorded as intangible assets (immobilisations incorporelles, account 205) or as inventory (stocks) depending on the holding intention.

6.2 ANC Position

The Autorite des Normes Comptables (French Accounting Standards Authority, or ANC) clarified in its Regulation 2018-07:

"Tokens acquired and held for resale in the ordinary course of business are recognized as inventory. Tokens acquired and held for purposes other than sale are recognized as intangible assets."

Source: ANC, Regulation 2018-07

6.3 Recommended Accounting Treatment

For a treasury strategy (long-term holding):

6.4 The Accounting Volatility Problem

Recording at historical cost with impairment testing creates an asymmetry:

• Decline: Mandatory impairment write-down, producing a negative impact on income
• Increase: No recognition (unless revaluation), producing no positive impact

Strategy/MicroStrategy's solution: Communicate "market value" alongside GAAP/IFRS accounts.

6.5 FASB Evolution (USA)

The FASB (Financial Accounting Standards Board) adopted a new standard in December 2023 allowing fair value accounting:

"Entities shall measure crypto-assets at fair value at each reporting date, with changes recognized in net income."

Source: FASB ASU 2023-08, effective from December 15, 2024

Impact: Strategy and other US companies can now recognize unrealized gains. This standard is not (yet) applicable in France.

7. Treasury Strategy: Practical Implementation

A step-by-step guide to transforming your SAS into a Bitcoin treasury.

7.1 The MicroStrategy Playbook

Step 1: Management conviction

• Bitcoin education
• Formalized investment thesis
• Board of directors alignment

Step 2: Legal framework

• Amendment of the corporate purpose
• Formal decision (minutes of general meeting / board meeting)
• Documented investment policy

Step 3: Acquisition

• Platform selection (OTC for large volumes)
• Progressive execution (DCA or block trades)
• Institutional custody

Step 4: Communication

• Public announcement (if listed) or not
• Regular reporting
• Managing investor perception

7.2 Implementation Checklist for a French SAS

7.3 Platform Selection

For French companies:

7.4 Institutional Custody

Recommended options:

Recommendation: For amounts exceeding EUR1M, prefer a combination of institutional custody + self-custody multisig.

8. Risks and Limitations

Accounting volatility, director liability: danger zones to anticipate.

8.1 Risks Specific to Corporate Holding

8.2 Director Liability Risk

A director who exposes the company to excessive risk may be held personally liable:

"The director is liable to the company for faults committed in his management."

Source: Article L. 225-251 of the Code de commerce (Commercial Code, applicable to SA companies and transposable to SAS)

Precautions:

• Document the reasoning and decision
• Limit the allocation (e.g., max 10% of treasury)
• Obtain shareholder approval
• Seek professional advice (lawyer, tax specialist)

8.3 Abuse of Corporate Assets Risk

The acquisition of Bitcoin by a company must be made in the corporate interest (interet social), not in the personal interest of the director.

Security measures:

• Documented collective decision
• Consistency with the business activity or treasury strategy
• No exclusive personal benefit for the director
• Traceability of fund flows

8.4 Limitations of the MicroStrategy Model

What works for Strategy does not work for everyone:

9. Case Studies and Simulations

Three concrete scenarios: from freelancer to family holding company.

9.1 Case 1: Freelance Developer (SASU)

Profile:

• Annual revenue: EUR120,000
• Available treasury: EUR50,000
• Objective: Diversify treasury

Recommended strategy:

• Allocation: 20% of treasury = EUR10,000
• Monthly DCA: EUR1,000/month for 10 months
• Custody: Ledger self-custody
• Horizon: 5+ years

Tax simulation:

9.2 Case 2: Industrial SME (SAS, 10 Employees)

Profile:

• Annual revenue: EUR2M
• Available treasury: EUR300,000
• Objective: Inflation protection

Recommended strategy:

• Allocation: 5-10% of treasury = EUR15,000 - EUR30,000
• Progressive purchases over 6 months
• Custody: Mix of institutional (50%) + multisig (50%)
• Horizon: 3-5 years minimum

Key considerations:

• Shareholder approval at general meeting
• Documentation of the economic rationale
• Inform the statutory auditor (CAC) if applicable

9.3 Case 3: Family Holding Company

Profile:

• Total estate: EUR5M
• Holding treasury: EUR500,000
• Objective: Diversification + succession planning

Recommended strategy:

• Create a dedicated subsidiary "Crypto Invest SAS"
• Allocation: EUR100,000 initially
• Custody: Multisig 2-of-3 (2 safes + 1 lawyer)
• Prepare Pacte Dutreil for succession

Structural advantages:

• Risk isolation in a subsidiary
• Parent-subsidiary regime (regime mere-fille) if dividends
• Pacte Dutreil applicable (75% tax abatement on donations)

9.4 Simulation: Pacte Dutreil + Bitcoin

Assumption: Holding company holding EUR200,000 in BTC, succession transfer to children

Dutreil conditions: Collective holding commitment of 2 years + individual holding commitment of 4 years, exercise of a management function within the company.

Appendix: Model Decision Minutes (PV Template)

MINUTES OF THE PRESIDENT'S DECISION [COMPANY NAME] SAS

Date: [DATE]

The President of the company [NAME], undersigned, acting in accordance with the powers conferred upon him by the bylaws, has taken the following decision:

DECISION: Digital Asset Investment Policy

Having stated that:

• The company has excess treasury of [AMOUNT] euros;
• Traditional investments offer a negative real return given inflation;
• Digital assets, and in particular Bitcoin, may constitute a relevant store of value;
• The company's corporate purpose permits treasury management including digital assets;

The President decides:

1. To authorize the acquisition of digital assets, primarily Bitcoin (BTC), within the limit of [X]% of available treasury, i.e., a maximum amount of [AMOUNT] euros;

2. To mandate [NAME/TITLE] to carry out the acquisitions on regulated platforms of their choice;

3. To implement a secure custody solution;

4. To report to the shareholders at the next general meeting.

Done at [CITY], on [DATE]

The President [Signature]

Related Articles — Legal Analyses

• Requisitions LPM Precedents and Case Law
• SATD Crypto Seizure and Legal Protection
• Crypto Tax Audit: Procedure and Defense
• DeFi Regulation: Beyond Control
• Non-European Hardware Wallets: Legal Strategy

10. Sources and References

Legislative and Regulatory Texts

• Article L. 54-10-1 of the Code monetaire et financier (Monetary and Financial Code)
• ANC Regulation 2018-07 on the accounting of tokens
• Article 150 VH bis of the Code general des impots (General Tax Code — individual crypto-asset tax regime)
• Articles L. 225-251 et seq. of the Code de commerce (Commercial Code — director liability)

Accounting Documentation

• ANC, Regulation 2018-07 on ICOs and tokens
• FASB ASU 2023-08, Accounting for and Disclosure of Crypto Assets
• IFRS, Discussion Paper on Crypto-Assets, 2024

Institutional Resources

• AMF, "Investing in crypto-assets", 2024 guide
• Direction Generale des Finances Publiques (French Tax Authority), BOI-BNC-CHAMP-10-10-20-40
• Bitcoin Treasuries, bitcointreasuries.net

Industry Analyses

• MicroStrategy/Strategy, annual and quarterly reports
• KPMG France, "Crypto-assets: accounting and tax issues", 2024
• CMS Francis Lefebvre, "Corporate holding of crypto-assets", 2024

Strategy/MicroStrategy Documentation

• Investor Relations, microstrategy.com
• 8-K SEC Filings (Bitcoin acquisitions)
• "Bitcoin for Corporations" presentations

Document drafted in December 2025

This document is provided for informational purposes only. Treasury management decisions must be tailored to each specific situation. Consult a lawyer and a chartered accountant before implementation.