Setting up a business in France as a foreign founder is not a single filing. It is a sequence of legal choices: whether to create a French subsidiary or register a branch, whether a SAS or a SARL fits the ownership and funding plan, where the registered office will be located, how the capital will be deposited, and which tax, payroll and reporting obligations begin on day one. The fact that the founder lives abroad does not by itself prevent the creation of a French company. It does, however, make the evidence, translations, banking file and cross-border tax analysis more important.

This guide addresses the company and its operations in France. It does not replace an individual immigration assessment for a founder who wishes to move to France and work there. A foreign group that already trades in France must also separate three questions that are often mixed together: the legal vehicle, the place where the business is actually carried on, and the status of the people who manage or work for it.

The practical objective is to reach a usable French operating platform: a correctly structured entity, an address that can be documented, an extract Kbis, a working corporate bank account, tax registrations, compliant contracts and a calendar that prevents the first deadlines from being missed. The sequence below is designed for founders who want a decision framework rather than a generic incorporation checklist.

I. Which French vehicle should a foreign founder choose?

A. SAS vs SARL in France: which structure works for a foreign founder?

A French company is a separate legal project, not merely a French label placed on a foreign business. Article 1832 of the Civil Code describes the contract at the heart of the project: « La société est instituée par deux ou plusieurs personnes ». The same article also allows a one-person company where the law permits it and states that the associates contribute to losses. The practical translation is that the founders must decide what each person or entity contributes, what each person receives, who controls decisions, and how the business will be funded after launch. The official text is available in Article 1832 of the French Civil Code.

The first comparison is usually between a SAS, meaning société par actions simplifiée or simplified joint-stock company, and a SARL, meaning société à responsabilité limitée or limited liability company. A one-person SAS is a SASU, a société par actions simplifiée unipersonnelle. A one-person SARL is an EURL, an entreprise unipersonnelle à responsabilité limitée. These labels are not interchangeable with a branch: a SAS or SARL is a French legal person, whereas a branch remains part of the foreign company.

The SAS is often attractive where the founders expect investors, several classes of economic rights, a flexible approval process or a group structure that needs bespoke governance. Article L. 227-1 of the French Commercial Code states: « Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport. » Its articles of association can organise voting rights, reserved matters, transfers, exclusion, preferred shares and the relationship between a foreign parent and the French management team. That flexibility is valuable, but it transfers more drafting responsibility to the founders. A short template can leave major issues unresolved: deadlock, information rights, transfer restrictions, financing rounds, founder departures and the authority of a local president.

The SAS must have a president. Article L. 227-6 provides that « La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts ». The president may be a foreign national, subject to the particular facts, the ability to exercise the mandate and any immigration or work-authorisation issue created by personal activity in France. The articles should also make clear who may sign bank documents, leases, employment contracts, financing documents and powers of attorney. A foreign parent should not assume that an internal group delegation will be understood by a French bank or contracting party without a properly documented chain of authority.

The SARL is more prescriptive. Article L. 223-1 states: « La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports. » Its framework can suit a closely held operating company, a family-owned business or a stable founder group that does not need the full contractual flexibility of a SAS. Article L. 223-18 adds: « La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques. » The identity of the gérant, the percentage of capital held by the gérant and the remuneration plan matter because they influence the social-security treatment, the cost of remuneration and the level of administrative support required.

A foreign founder should not choose between SAS and SARL from the headline tax rate alone. The decision should be tested against at least six questions:

• Will outside investors enter the French entity, or will one foreign parent own it?
• Does the group need a highly contractual governance model or a more statutory framework?
• Will the managing person draw regular remuneration, receive dividends, or remain employed by a foreign company?
• Will a French team sign customer contracts, manage stock, provide services or negotiate on behalf of the group?
• Is the activity regulated, licensed or dependent on professional qualifications?
• Will the company need a French bank, local financing, a lease, employees or public-sector customers immediately?

Limited liability also needs a precise explanation. The associate’s exposure is normally connected with the contribution, but that does not erase personal guarantees, fraud, management misconduct, unpaid taxes caused by personal conduct, employment breaches or a director’s own tort. A bank may ask the founder for a personal guarantee even where the company form limits shareholder liability. The articles should therefore be coordinated with the financing documents rather than presented as a complete risk shield.

French company law also creates a timing point that foreign founders often underestimate. Article 1842 of the Civil Code says that companies, with stated exceptions, « jouissent de la personnalité morale à compter de leur immatriculation ». The French legal person therefore does not fully exist merely because the founders have signed draft articles. A lease, supplier agreement, software licence or employment commitment signed too early must be managed as an act for a company in formation and documented for later takeover. The rule appears in Article 1842 of the French Civil Code.

For a foreign founder, the strongest choice is the form that matches the operating reality. A SAS can be useful for an international growth company but can become expensive if the governance is drafted carelessly. A SARL can be efficient for a controlled operating business but can be less convenient when investors or complex transfer rights are expected. The answer should follow the capital table, management, financing and first twelve months of activity, not a generic “best structure” ranking.

B. Branch or subsidiary in France: what changes for a foreign company?

A branch, called a succursale in French, is an establishment of the foreign company in France. It generally has no independent legal personality. The foreign parent remains the principal contracting and liability centre, even if the branch has a French address, a local manager, employees and a French registration. A subsidiary, by contrast, is a separate French company, usually a SAS, SASU, SARL or EURL. It signs its own contracts, has its own accounting, maintains its own corporate records and may ring-fence ordinary operating liabilities more effectively.

The registered office is not a decorative detail. Article L. 210-3 of the Commercial Code provides: « Les sociétés dont le siège social est situé en territoire français sont soumises à la loi française. » The location of the office, the place of actual management and the place where the business is conducted can have different consequences. A French address without genuine operational evidence may not resolve a tax or regulatory question. A group should map where decisions are made, where staff work, where contracts are negotiated, where stock is held and where services are delivered. The statutory rule is available in Article L. 210-3 of the French Commercial Code.

Article L. 123-11 also makes the documentary requirement concrete. A legal person applying for registration must justify its enjoyment of the premises where its registered office is installed; for a foreign company, the same provision refers to the agency, branch or representation established in France. The relevant wording begins: « Toute personne morale demandant son immatriculation au registre du commerce et des sociétés doit justifier de la jouissance du ou des locaux ». This is why a domiciliation agreement, commercial lease, sublease, or proof of premises must be aligned with the intended activity. The text is in Article L. 123-11 of the French Commercial Code.

A branch can be sensible where the parent wants direct control, a limited pilot operation or a sales presence without creating a new capital structure. It can be less comfortable where customers, lenders or public authorities expect a clearly separate French counterparty. A subsidiary can make the French perimeter easier to understand, but it brings a full corporate calendar: annual approvals, accounting, tax returns, beneficial-owner information, changes to officers, and the need to keep parent and subsidiary transactions at arm’s length.

Tax follows facts as well as form. Article 209 of the General Tax Code refers to the profits « réalisés dans les entreprises exploitées en France », subject to the rest of the provision and international tax treaties. The article is not a substitute for a permanent-establishment or transfer-pricing analysis, but it shows why the operating footprint matters. A foreign company that keeps contracts, personnel, decision-making and revenue-generating functions in France cannot treat the French presence as a purely administrative address. The official text is in Article 209 of the French General Tax Code.

Pre-registration contracts deserve their own file. Article L. 210-6 of the Commercial Code states: « Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés. » It also provides that people who acted for a company in formation remain jointly and indefinitely liable for the acts unless the company later takes them over in the legally recognised manner. The full rule is available in Article L. 210-6 of the French Commercial Code. Article 1843 of the Civil Code expresses the same risk in more detail: « Les personnes qui ont agi au nom d’une société en formation avant l’immatriculation sont tenues des obligations nées des actes ainsi accomplis ». The company may take over those commitments after regular registration, with the statutory retroactive effect described in Article 1843 of the French Civil Code.

The recent case law confirms that a founder cannot repair unclear contracting by simply asserting that everyone intended the company to be substituted later. In Cour de cassation, Commercial Chamber, 18 June 2025, no. 24-14.311, the Court stated: « La reprise d’un acte accompli au cours de la période de formation d’une société ne peut résulter du seul accord ou de la seule volonté, à les supposer établis, des parties de substituer la société à la personne qui a souscrit l’engagement, mais doit satisfaire aux conditions requises par les dispositions législatives et réglementaires régissant spécifiquement les modalités de reprise des engagements souscrits au nom ou pour le compte d’une société en formation. » The practical lesson is to identify the future company in the document, record the act in the correct annex or mandate, and obtain the required post-registration decision where appropriate.

In Cour de cassation, Second Civil Chamber, 28 September 2017, no. 16-20.903, the Court recalled that « la société régulièrement immatriculée peut reprendre les engagements souscrits, qui sont alors réputés avoir été dès l’origine contractés par celle-ci ». The case also shows the boundary: an act presented as made by the company itself before it had legal personality may be invalid, even if the founders later point to a clause about taking over earlier commitments. This is particularly important for a real-estate lease, a financing offer, a bid, a major customer contract or a transaction requiring legal capacity on the signing date.

Foreign groups should therefore decide the vehicle before signing the first binding document. The branch-versus-subsidiary analysis should include parent liability, tax residence, treaty access, customer expectations, licensing, financing, staff, data, intellectual property and the evidence needed to show what the French operation actually does. The firm’s French company-formation practice page can serve as the internal hub for the wider company-law cluster; this article focuses on the international founder’s launch sequence.

II. How to complete company formation in France and manage the first year

A. French company formation step by step: address, capital, INPI filing, Kbis and bank account

The incorporation file should be built in a sequence that a French registry, bank and tax office can all understand. First define the activity and verify whether it is regulated. Then choose the name, check availability and trademark risk, choose the registered office, determine the share capital and contributions, draft the articles, appoint the management, deposit the cash capital where required, publish the legal notice and submit the registration file. The order matters because a discrepancy between the articles, the bank certificate, the legal notice and the filing can trigger a request for correction.

The filing is made through the French one-stop portal for business formalities, administered through the INPI system. INPI means Institut national de la propriété industrielle, the National Institute of Industrial Property. Its official explanation of the one-stop business formalities portal and the National Register of Enterprises explains the movement away from the former network of separate filing centres. Article L. 123-33 of the Commercial Code provides that the business must submit one electronic file to the designated single organisation; the filing is intended to operate as the declaration to the relevant recipients when the file is regular and complete. The official wording begins: « toute entreprise se conforme à l’obligation de déclarer sa création, la modification de sa situation ou la cessation de ses activités auprès d’une administration ». See Article L. 123-33 of the French Commercial Code.

Article R. 123-1 describes the function of the single body in equally practical terms: « L’organisme unique mentionné à l’article L. 123-33 permet aux entreprises de réaliser l’ensemble des formalités et procédures nécessaires à l’accès et à l’exercice de leur activité. » The provision also refers to information about the beneficial owners, meaning the individuals who ultimately own or control the entity. A foreign founder should prepare the ownership chart before filing, including intermediate holding companies, voting rights and control rights. The complete provision is in Article R. 123-1 of the French Commercial Code.

A typical foreign-founder file can include:

• passport or identity evidence for each founder, officer and beneficial owner;
• proof of the registered office and, where relevant, an authorisation to use the premises;
• signed articles of association, the appointment decision and the capital-contribution documents;
• a declaration of non-conviction and parentage for the relevant individual manager;
• the foreign parent company’s registry extract, constitutional documents and ownership chart where a company is a founder;
• certified translations, legalisation or apostille evidence when required by the origin country and the nature of the document;
• evidence of any authorisation, diploma, professional registration or insurance required by a regulated activity; and
• a short explanation of the activity, expected customers, financing and source of funds for the bank and compliance file.

The exact list varies with the entity, the nationality of the founder, the place of residence, the activity and the type of contribution. The official Service-Public company registration checklist is useful for checking the current filing categories. Article R. 210-3 also requires a constitution notice once the other constitution formalities have been completed: « Lorsque les autres formalités de constitution de la société ont été accomplies, un avis est inséré dans un support habilité à recevoir les annonces légales ». The legal notice should match the final articles and the registration file; its official text is in Article R. 210-3 of the French Commercial Code.

After registration, the company receives an identification number and a registration extract. SIREN is the nine-digit identifier of the legal entity. SIRET is the fourteen-digit identifier that combines the SIREN with the establishment number for a particular location. RCS means registre du commerce et des sociétés, the Commercial and Companies Register. RNE means Registre national des entreprises, the National Register of Enterprises, which brings together several registration records. A Kbis is the official extract showing the company’s registration details, officers, activity, registered office and status. The word greffe means the registry office attached to a court or commercial jurisdiction; the greffe is not the same thing as the INPI portal, which receives and routes the electronic filing.

The BODACC, short for Bulletin officiel des annonces civiles et commerciales, is the Official Bulletin of Civil and Commercial Notices. It can publish legally relevant notices relating to companies and collective proceedings. A founder should also distinguish the Kbis from a tax certificate, a bank certificate and a beneficial-owner declaration. Each proves something different, and a bank or contracting party can request more than the Kbis.

The corporate bank account has two stages. Before registration, the bank may open a capital-deposit account and issue evidence of the funds deposited. After registration, the account is released or converted into the operating account, depending on the bank’s process. A foreign founder should expect enhanced due diligence: identity, tax residence, ownership chain, business plan, expected flows, source of funds, parent-company accounts, customer geography, sanctions screening and the reason for using France. An account refusal is not always a legal conclusion that the company cannot operate. It is often a compliance or risk decision by that bank.

For a legal entity domiciled in France, Article L. 312-1 of the Monetary and Financial Code starts with a right to a deposit account: « A droit à l’ouverture d’un compte de dépôt dans l’établissement de crédit de son choix, sous réserve d’être dépourvu d’un tel compte en France ». The provision includes « Toute personne physique ou morale domiciliée en France ». If a bank refuses, the company should ask for the written refusal certificate and consider the Banque de France right-to-account procedure, while preserving evidence of the application and the documents supplied. The full provision is in Article L. 312-1 of the French Monetary and Financial Code. This route does not guarantee every credit facility, overdraft or payment product; it concerns the statutory account-opening mechanism and basic services.

Do not wait for the first invoice to clarify the bank mandate. The articles, appointment decision, powers of attorney and bank onboarding form should identify who can open the account, approve payments, receive funds, access online banking and give instructions to the bank. If a foreign parent wants dual approval, that control should be implemented in the bank mandate rather than left to an informal email exchange.

B. French corporate tax, VAT, director social security and first employee obligations

Once the French entity or branch starts trading, the legal calendar expands quickly. Corporate tax, value-added tax, payroll, social-security contributions, accounting, annual approvals, beneficial-owner updates and changes to officers all run on different triggers. The company should identify its French Service des impôts des entreprises, or SIE, meaning the business tax office, and create the appropriate professional account with the tax administration. The official tax guidance on business results and the official VAT information should be checked against the company’s activity and filing frequency.

IS means impôt sur les sociétés, French corporate income tax. IR means impôt sur le revenu, personal income tax. The entity’s form, the statutory regime, options exercised and the nature of the activity determine whether profits are taxed at entity level or attributed under an income-tax regime. Article 209 of the General Tax Code states that the taxable result is determined by taking into account, among other items, profits « réalisés dans les entreprises exploitées en France ». That phrase is a useful warning for foreign groups: a French subsidiary, a French branch and a foreign company with a French operating footprint can produce different compliance questions, but none should be assessed from the invoice address alone.

VAT is TVA in French, short for taxe sur la valeur ajoutée. A French VAT number, intra-Community transactions, imports, exports, services supplied to business customers, distance sales and reverse-charge mechanisms can all change the filing position. A foreign company should map each flow: who contracts, where the customer is established, where the service is performed, where goods move, who imports, and whether a fixed establishment exists. A VAT registration is not a substitute for that analysis. The administration may ask for contracts, invoices, logistics evidence and the identity of the person responsible for tax matters in France.

The director’s social-security position must also be separated from immigration status and tax residence. A paid president of a SAS and a gérant of a SARL do not automatically fall into the same social regime. The percentage of capital, the management role, the existence of an employment relationship, the remuneration method and any coordination rule with another country can change the result. A foreign founder who remains employed by the parent company should not assume that a French directorship is cost-free; the group should review payroll, social contributions, permanent-establishment risk and the applicable European or bilateral coordination rules before the first payment.

Hiring the first French employee creates a separate employer perimeter. DPAE means déclaration préalable à l’embauche, the prior employment declaration. Article L. 1221-10 of the Labour Code states: « L’embauche d’un salarié ne peut intervenir qu’après déclaration nominative accomplie par l’employeur auprès des organismes de protection sociale désignés à cet effet. » The declaration is made before the employee starts, and the payroll setup must identify the correct employer, workplace, collective agreement where applicable, pay elements, working time and social-security accounts. The official text is available in Article L. 1221-10 of the French Labour Code.

URSSAF means Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales. It is the network that collects much of the French social-security contributions. The company should not treat URSSAF registration as an informal payroll afterthought. A payslip, a DPAE, a payroll return, an employment contract and a bank payment must describe the same employment reality. If the employee is a foreign national, Article L. 8251-1 adds a strict rule: « Nul ne peut, directement ou indirectement, embaucher, conserver à son service ou employer pour quelque durée que ce soit un étranger non muni du titre l’autorisant à exercer une activité salariée en France ». The text is in Article L. 8251-1 of the French Labour Code. The employer must check the work-authorisation position before starting the employment, not after payroll has been processed.

A foreign parent may instead send an existing employee temporarily to France. That is not the same as hiring the person through the French subsidiary. Article L. 1262-1 recognises that an employer established outside France may temporarily detach employees into France when the employment contract with that employer continues and the statutory conditions are met. The opening sentence is: « Un employeur établi hors de France peut détacher temporairement des salariés sur le territoire national ». The official text is in Article L. 1262-1 of the French Labour Code. The group should then review the applicable declaration, social-security, wage, immigration, health-and-safety and host-country rules.

The first-year legal calendar should be written before launch. It commonly includes:

• the first corporate tax and VAT registrations and the filing dates generated by the tax office;
• the payroll setup, DPAE, monthly payroll process and URSSAF declarations for each employee;
• the accounting close, preparation of annual accounts and approval of accounts where required;
• the annual corporate decisions, registers, minutes and preservation of supporting documents;
• updates to the RCS, RNE and beneficial-owner information when ownership, officers, address or activity changes;
• renewal or review of insurance, licences, leases, data-processing arrangements and key customer contracts;
• review of intercompany invoices, management fees, loans, cash pooling and transfer-pricing evidence; and
• monitoring of BODACC notices, registry requests and messages received through the formalities portal.

That calendar should have an owner and a backup. A founder abroad may receive a registry message, tax request or URSSAF notice in French even when the business team works in English. The company should decide who translates, who has authority to answer, who preserves the original message and how a deadline is escalated. Missing a notice is often more damaging than misunderstanding a general information page because the response period may be short.

Finally, keep the French entity’s evidence coherent. A bank file that describes a French sales office, a tax file that describes a dormant subsidiary, an employment contract signed by the foreign parent and invoices issued by a branch may each be explainable, but the explanations must fit together. The governing documents, contracts, accounting records, payroll, bank transactions and public registrations should tell one consistent story about who operates in France and why.

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Conclusion

For a foreign founder, company formation in France succeeds when the legal vehicle, operating footprint and first-year compliance calendar are designed together. A SAS or SARL may be the right subsidiary; a branch may be the right first presence; neither choice is safe if the registered office, management authority, contracts, banking file and tax analysis contradict one another.

The reliable sequence is to define the activity, choose the structure, document the address, prepare the ownership and management file, sign pre-registration commitments in the correct capacity, file through the INPI one-stop portal, obtain the registration evidence, secure the bank account, register for the relevant taxes and build payroll before the first employee starts. The first Kbis is a milestone, not the end of the legal work. A foreign business should treat the French company as a living legal system with its own evidence, deadlines and decision records from the first day.