A foreign company planning to sell, manufacture, hire staff or sign long-term contracts in France usually reaches the same strategic question: should it open a French branch, known in French as a succursale, or incorporate a French subsidiary, known as a filiale? The answer is not a matter of translating the word “office”. It determines which entity signs contracts, which balance sheet bears the operating risk, how the French tax authorities attribute profit, what documents must be filed, and whether the parent company can bring in investors or sell the French business without rebuilding the structure.

A branch remains an establishment of the foreign company. It may have a French address, a French registration and a local representative, but it does not become a separate legal person merely because it receives a French registration extract. A subsidiary is a new French legal person, often a société par actions simplifiée (SAS, simplified joint-stock company) or a société à responsabilité limitée (SARL, private limited-liability company). A liaison office is a different, more restricted model: it can test a market through preparatory or auxiliary activities, but it must not be used to carry on the commercial operation that the facts actually show.

This article is for founders, boards and overseas companies doing business in France. It focuses on the choice between branch and subsidiary, the evidence required for registration, the meaning of a Kbis (the registration extract traditionally issued for a commercial entity), the role of the greffe (registry office), the RNE (National Register of Enterprises), the RCS (Trade and Companies Register), the INPI (National Industrial Property Institute) one-stop filing system, and the main tax and liability consequences. It does not treat an individual’s move to France or a purchase of French real estate.

I. Which French establishment should a foreign company choose: branch or subsidiary?

A. What a French branch does—and why the foreign parent remains exposed

A French branch is an operational arm of a company whose registered office remains outside France. It is not a second company in the sense used in corporate law. The overseas company keeps the contractual identity, owns the business assets and remains the source of the branch’s authority. The branch can nevertheless look very much like a French business in daily life: it can have premises, employees, a bank account, customers, invoices, a French registration number and a representative authorised to deal with administrations and counterparties.

The key distinction is between registration and legal personality. The Code civil does not turn a branch into a company by registration. By contrast, Article 1842 of the Code civil states that French companies “jouissent de la personnalité morale à compter de leur immatriculation”. That rule is the reason a subsidiary has an entity-level patrimony after registration. The branch has no comparable French patrimony that can absorb the parent’s obligations. A creditor who has a valid claim arising from the French operation will normally analyse the foreign company and the authority of the branch representative, rather than treating the branch as a separate debtor with a capital wall.

Registration is still essential. Article L. 123-11 of the Code de commerce requires proof of the premises used by the French establishment when the legal person’s seat is abroad. The provision expressly refers to “l’agence, la succursale ou la représentation établie sur le territoire français”. The point is practical: a foreign company cannot describe a permanent commercial presence as a mere virtual address and expect the registration file to remain neutral. The address, the activity, the representative and the documents filed with the RNE and RCS must tell the same factual story.

Article R. 123-35 of the Code de commerce places the filing with the registry for the place where the first French establishment is opened, through the official one-stop system. Its wording is “l’immatriculation est demandée, par l’intermédiaire de l’organisme unique”. The current administrative route is therefore not a reason to avoid legal analysis. The INPI portal transmits information to the relevant organisations, but the applicant remains responsible for the accuracy of the activity, the address, the powers of the representative and the foreign company documents.

The Cour de cassation made the registration risk concrete in its criminal chamber judgment of 20 June 2017, no. 14-85.879. It held that a foreign commercial company must register in France when it opens a first establishment there, including an agency, branch or representation. The official summary says: “Une société commerciale immatriculée dans un pays étranger est tenue de s’immatriculer au registre du commerce et des sociétés français.” In that case, a permanent representation at the manager’s French home was sufficient in the circumstances. A board should therefore map the real activity, personnel, premises, negotiations and signing process before deciding that a French presence is only a liaison office.

A branch can be attractive where the parent wants one operating policy, one brand and direct control over the French team. It can avoid creating a second set of shareholders, a new share capital history and a separate constitutional document. It may also be useful for a group that is testing a French market before making a long-term investment. Those advantages are organisational, not a liability shield. The parent remains directly connected to the French contracts, product claims, employment obligations, tax assessments and regulatory duties generated by the activity.

The local representative is not a nominal name to be placed in the file and forgotten. The criminal chamber of the Cour de cassation held on 24 September 2014, no. 14-82.684, that a foreign legal person is validly represented in criminal proceedings by the individual declared as its French manager in the registration application. The official summary states: “une personne morale étrangère est valablement représentée” by the person declared under Article R. 123-54 of the Code de commerce. The choice of representative therefore has consequences for service of documents, investigations, litigation strategy and the practical ability of the parent to respond quickly.

EU incorporation does not remove every French registration question. In its judgment of 2 March 2021, no. 19-80.991, the Cour de cassation explained that, in the absence of a harmonised European rule, the host State’s registration procedure governs an establishment opened in that State. The published analysis confirms an obligation to register a foreign company that opens a first French establishment, even where it is already registered in another Member State. That decision is particularly important for an EU founder who assumes that a home-country registration alone answers every French compliance question.

The branch model therefore fits a parent that accepts direct exposure and wants a single business. It is a poor fit where the French activity carries material product, employment, contractual, environmental or regulatory risk and the board’s central objective is to ring-fence that risk. A parent guarantee, a bank facility, a group service agreement or the parent’s own conduct can also reduce the practical value of a subsidiary’s liability separation, but the branch begins without that separation at all.

B. What a French subsidiary changes: legal personality, limited liability and governance

A French subsidiary is a company incorporated under French law and owned, in whole or in part, by the foreign parent. The parent may be the sole shareholder of a SASU (a one-person SAS) or an EURL (a one-person SARL), or it may hold a majority or minority stake alongside investors. The subsidiary signs its own customer and supplier contracts, employs its own staff, holds its own bank accounts and prepares its own accounts. That separation creates an additional legal and administrative layer, but it also makes the French operation easier to analyse, finance, sell and govern.

The starting point is Article 1842 of the Code civil: the company acquires legal personality from registration. That legal personality means the subsidiary has a patrimony distinct from the parent’s patrimony. It does not mean the parent is immune from every loss. If the parent gives a guarantee, acts as a co-contractor, directs a tortious act, confuses the accounts, commits a fault through its own officers or uses the subsidiary as a façade, the facts may create direct claims. Limited liability is a legal starting point, not an insurance policy against every group behaviour.

The two most common forms produce a clear statutory baseline. Article L. 223-1 of the Code de commerce provides that the members of a SARL “ne supportent les pertes qu’à concurrence de leurs apports”. Article L. 227-1 provides the equivalent rule for a SAS: its members “ne supportent les pertes qu’à concurrence de leur apport”. The words concern the shareholder’s exposure as shareholder. They do not erase a director’s separate civil or criminal liability, a personal guarantee given to a bank, or the consequences of an undercapitalised project presented misleadingly to creditors.

The foreign parent remains a shareholder and often controls the subsidiary. Article L. 233-3 of the Code de commerce describes control through majority voting rights, an agreement with other shareholders, factual determination of general meeting decisions, or the power to appoint or remove most directors. The statute also creates a presumption above 40% of voting rights when no other shareholder holds a higher fraction. A parent can therefore control the French company without becoming its debtor. The governance documents should preserve that distinction: shareholder resolutions, management decisions, intercompany agreements and local contracts should identify who acted and for which entity.

A subsidiary is usually better when French customers need a local counterparty, when the business will employ a stable team, when local financing or investment is expected, or when the group wants to transfer the French activity separately in the future. It is also preferable when the French business will own intellectual property, regulated licences, stock, vehicles or premises whose ownership and enforcement should not depend on a foreign company’s internal registration and signing rules.

A branch is usually better when the foreign parent wants a direct French operating extension, does not need a liability wall, wants to avoid a separate share capital structure and can maintain central oversight over French contracts and tax evidence. The decision should not be made by comparing only incorporation fees. It should be made by comparing the consequences of a bad year, a dispute with a customer, a payroll audit, a French tax adjustment and an exit from France.

Question	French branch	French subsidiary
Legal identity	Extension of the foreign company; no separate French legal personality.	Separate French legal person after registration.
Who signs the main contract?	The foreign company, acting through its French establishment and representative.	The French company, unless a parent guarantee or parent contract is added.
Operating liabilities	Directly connected to the foreign company.	Normally borne first by the French company, subject to guarantees and direct misconduct.
Capital and governance	No French share capital as a separate company; authority comes from the parent.	Share capital, articles, directors, shareholder decisions and French accounts.
Group charging	Profit must be attributed between the French activity and the foreign head office.	Intercompany services, loans, royalties and purchases must be priced and evidenced.
Exit or investment	Usually requires a transfer or closure of the establishment and parent contracts.	Shares can be transferred and the French company can admit investors or be sold.

The comparison also affects the group’s internal vocabulary. A French branch may have a Kbis or an equivalent registration extract for its establishment, but that document does not prove that a new company has been created. A subsidiary’s Kbis identifies the French company, its form, registered office, capital, directors and registration details. Foreign founders should ask the filing professional to state in writing whether the proposed document is the registration of the parent’s establishment or the incorporation of a new French legal person.

II. How to register and operate the choice: documents, tax and risk control

A. Registration, Kbis, RNE, RCS, beneficial ownership and the first-year compliance file

The registration file should be assembled from the facts backwards. Start with the activity that will be carried out in France, the first date of operation, the location, the people who will negotiate or manage it, the contracts to be signed and the money that will move through France. Only then select the branch or subsidiary form. This order prevents a recurring mistake: selecting a “liaison office” label even though the French team will conclude sales, deliver services, manage stock or bind the foreign company to customers.

For a branch, the file commonly includes an up-to-date extract of the foreign company’s registration, its articles or constitutional documents, the decision establishing the French branch, the appointment and powers of the French representative, proof of the French premises, information on beneficial owners and identity documents. Documents issued abroad may need a certified French translation, an apostille or legalisation, depending on the issuing State and the document. The applicant should verify the current requirement for the exact country rather than treating a general internet checklist as a guarantee of acceptance.

For a subsidiary, the file normally includes draft or signed articles, the registered-office evidence, the appointment of the president or manager, the share-capital deposit certificate where required, the declaration of beneficial owners, the legal-publication evidence and the identity and authority documents for the parent shareholder. If the parent is a legal person, the filing must show that the individual signing for the parent has power to do so. A foreign board resolution should identify the French company, its proposed form, its capital and the person authorised to sign the incorporation documents.

The RNE is the broad national register for economic entities. The RCS remains the commercial register maintained through the relevant registry office. The Kbis is the familiar extract that demonstrates the registration of a commercial legal entity or establishment in the relevant register. Since the 2023 reform of business formalities, applications are made through the electronic one-stop shop operated in connection with the INPI. The official Service Public Entreprendre guide to company registration explains the register and the documents that vary according to the chosen company form. The INPI explanation of documents proving a company’s existence also clarifies why an RNE or Kbis extract is evidence of registration, not a substitute for the underlying corporate documents.

Article L. 123-11 remains the practical anchor for premises. It requires the applicant to justify use of the location where the French seat, agency, branch or representation is installed. A domiciliation agreement may provide an address, but it should match the permitted activity and the service actually provided. If staff, stock or customer meetings exist at another location, the group should check whether an additional establishment must be declared. A nominal address that does not correspond to the operation can create problems with the registry, the tax authority, banks, labour authorities and litigants who need to serve proceedings.

Article R. 123-35 points the filing to the registry in the place where the first establishment is opened. This matters for jurisdiction and for the address shown in the French registration extract. The group should preserve the filed form, the supporting documents, the electronic receipt, the registry correspondence and the final extract in a permanent compliance folder. If the French operation will later move, add another establishment or change its representative, the change should be handled as a formal event rather than left to the next annual tax return.

Beneficial-owner information is not a decorative disclosure. The beneficial owner is the individual who ultimately owns or controls the relevant entity, directly or through the ownership chain. For a parent-owned subsidiary, the file should trace the chain up to the natural person or persons exercising ultimate control. For a branch, the foreign parent and its controlling individuals still matter even though the French branch is not a newly incorporated company. A mismatch between the ownership chart, the board resolution, the articles and the filing can delay the registration or lead a bank to suspend onboarding.

The first-year file should also contain the tax-registration correspondence, bank-opening documents, payroll registrations if staff are employed, insurance, customer and supplier contract templates, powers of attorney, intercompany agreements and a calendar of filings. For a subsidiary, annual accounts and their publication are governed by the form and applicable exemptions. Article L. 232-22 requires a SARL to file annual accounts and the allocation-of-result documents within the statutory period following approval, with a longer period where the filing is electronic. Article L. 232-23 imposes the corresponding filing framework on companies limited by shares, including a SAS.

The public filing rules can affect confidentiality, financing and commercial negotiations. Article L. 232-24 allows the registry to inform the president of the commercial court when the filing obligation is not performed, so a missed accounts deadline is not simply an administrative inconvenience. A branch has a different accounting perimeter because its accounts relate to the foreign company and its French activity. The parent should agree in advance with its French accountant how the branch result, head-office charges, currency conversion, employee costs and French tax returns will be documented.

That file should be built before the first invoice, not after the first audit. It is the evidence that the group understood the French operation, used the right legal vehicle and kept the branch or subsidiary’s legal identity separate in practice.

B. Tax, transfer pricing, cash extraction and a decision test before filing

The branch-versus-subsidiary choice does not decide tax by itself. The activity, the place where people work, the authority to negotiate, the premises, the contracts, the applicable tax treaty and the accounting evidence determine the French tax result. A company can create a subsidiary and still expose the parent to French tax questions through a permanent establishment, a dependent agent, transfer-pricing adjustments or direct activities. Conversely, a foreign company can have French tax obligations without establishing a full branch if the factual and treaty tests are met.

Article 209 of the Code général des impôts (CGI, General Tax Code) provides the domestic territorial starting point: corporate-tax profits are determined by taking into account “uniquement des bénéfices réalisés dans les entreprises exploitées en France”, subject to the statutory and treaty rules. A French branch therefore needs a defensible method for attributing income and expenses to the French operation. A French subsidiary generally starts with its own accounts and legal transactions, but its prices and charges with the parent must still reflect the functions performed, assets used and risks assumed.

The overseas head office should not simply debit the French branch or subsidiary with a round percentage of global costs. The group should document the benefit of management services, technology, marketing, financing, procurement, insurance and intellectual-property licences. Article 57 CGI requires the tax administration to bring indirectly transferred profits into the result when prices are increased or reduced, or when another method moves profit to a foreign related company. The official wording refers to “les bénéfices indirectement transférés à ces dernières”. A signed agreement is helpful but not conclusive: invoices, work product, allocation keys, board decisions, bank flows and evidence of market value should support the charges.

For a branch, the question is usually how much profit belongs to the French permanent establishment and how much belongs to the foreign business outside France. The answer should follow the actual functions, assets and risks, then be tested against the tax treaty between France and the parent’s State. For a subsidiary, the question is usually whether the French company has been left with an arm’s-length margin after paying or receiving group charges. The same business may produce different cash flows under the two models, but neither model makes a weak allocation file safe.

Cash extraction is another important difference. A branch does not pay a dividend in the same corporate-law sense as a subsidiary because it is not distributing the subsidiary’s share capital. The parent may transfer after-tax cash from the French operation, but the tax treatment of branch profits, withholding taxes and treaty relief must be checked. Article 115 quinquies CGI states that profits made in France by foreign companies are deemed distributed, for each year, to shareholders or members without a French tax domicile or registered office. The official text begins: “Les bénéfices réalisés en France par les sociétés étrangères sont réputés distribués.” The article also contains conditions and exceptions, including rules for certain European companies; a group should not apply a withholding rate without checking the current text and treaty.

A subsidiary can distribute dividends, repay a documented loan, pay an arm’s-length service fee or retain cash for growth. A dividend may benefit from a treaty or an EU parent-subsidiary regime, but eligibility depends on the parent’s legal form, ownership period, subject-to-tax conditions, anti-abuse provisions and paperwork. A parent that needs predictable remittances should model both the French corporate tax and the tax treatment in the parent’s country before choosing the vehicle.

VAT, payroll and social-security registrations follow the activity rather than the label. A branch employing French staff must comply with French employer obligations. A subsidiary does the same through its own employer account. The presence of a French VAT number does not prove that the business has chosen a subsidiary, and a subsidiary does not remove VAT obligations merely because its parent is established elsewhere. The group should coordinate the structure decision with its invoice flows, customer location, stock movements, import procedures, reverse-charge analysis and payroll plan.

The risk of a disguised permanent establishment should be treated as a business decision, not as a wording exercise. If French personnel habitually negotiate the essential elements of contracts, maintain the operation, manage stock or perform the revenue-generating work, the tax authority will examine the substance. The Cour de cassation’s judgment of 20 June 2017, no. 14-85.879, is a warning against describing a permanent commercial representation as a harmless liaison activity. Its holding connected the representation to the opening of a first establishment. The judgment of 2 March 2021, no. 19-80.991, likewise confirms that the registration procedure of the host State governs where the first establishment is opened, even for a company registered in another EU State.

The board can make the choice with a short decision test. A branch is a serious candidate when the French operation is fully controlled by the parent, the parent accepts direct contractual exposure, investors do not need French shares, the activity can be integrated into the parent’s accounts and the group can evidence the French profit allocation. A subsidiary is a serious candidate when the business will have employees and customer contracts for the long term, the French activity will own assets or licences, French financing or investors are expected, the group wants a saleable local business, or liability separation has real value.

For a United States software company starting with French sales staff, the first question is not “Which form is cheapest?” It is whether the sales team, home office, contract authority and billing model create a French establishment and how the group will price technology and support. For a Japanese manufacturer opening a warehouse and repair centre, the board should compare a branch’s direct parent exposure with a subsidiary’s local contracting, stock ownership, insurance and employment perimeter. For an EU consultancy sending staff temporarily while keeping its client contracts and management abroad, the analysis must distinguish temporary cross-border services from a permanent establishment and must still check French registration, labour and social-security rules.

Before filing, the parent should write a one-page structure memo answering six questions: who owns the French assets; who signs with French customers; who hires and directs French staff; who bears product, professional and employment risk; how the French margin will be calculated; and how cash will return to the group. The memo should attach an organisation chart, a contract-flow diagram, the premises plan, the intercompany pricing schedule, the tax-treaty assumptions and the proposed registration documents. If the answers point in different directions, the structure is not ready for the INPI filing.

That preparation also protects the French representative. A person shown in the RCS as the branch manager or subsidiary president should know the scope of the mandate, the reporting line, the bank controls, the tax calendar, the employment responsibilities and the litigation escalation process. The 24 September 2014 judgment, no. 14-82.684, shows why the registered French representative can become central to proceedings involving the foreign legal person. The 21 November 2018 social chamber judgment, no. 16-27.690, illustrates the opposite side of the branch distinction: registration did not give the French branch of the Italian company the legal personality required for the particular employee-representation mechanism at issue. Registration and legal personality must never be treated as synonyms.

Finally, the parent should review the choice after the first twelve months. The French operation may have moved from market testing to a permanent team, or from a small subsidiary to a regulated business requiring a different governance arrangement. A later conversion, contribution of assets, transfer of contracts or creation of a subsidiary can have tax, employment, creditor and contract consequences. It is usually cheaper to design that path at the outset than to discover it during a financing round, tax audit or dispute.

Conclusion

A French branch offers direct control and a single operating identity, but it leaves the foreign company exposed to the French operation’s contracts, employees, taxes and disputes. A French subsidiary creates a separate legal person, a separate patrimony and a clearer platform for French contracts, investment and exit, while adding incorporation, governance, accounts and intercompany-pricing work. Neither option is automatically tax-free, liability-proof or exempt from registration.

The reliable sequence is to map the real French activity, select the vehicle that matches the risk and investment plan, prepare the foreign-company or incorporation documents, file the accurate address and beneficial-owner information through the official channel, and preserve the evidence that supports the tax and governance model. A foreign founder should obtain a tailored review before the first commercial contract if the French team will negotiate, hire, hold stock, manage premises or receive revenue. Existing guidance on setting up a business in France as a foreign founder can be read alongside this branch-versus-subsidiary analysis, but it does not replace a structure-specific review of contracts, tax residence and liability.

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