A foreign founder may need premises before the French company has received its Kbis, the official extract showing registration in the French commercial register. That timing is common: the landlord wants a signed lease, while the founder needs a registered office, a business address and sometimes a place from which to start trading before the Guichet unique has finished processing the incorporation filing. The legal question is not simply whether a signature is physically possible from abroad. It is whether the lease identifies the person who is actually contracting, protects the future company, and provides a reliable mechanism for transferring the commitment after registration.

The answer is yes, but the founder should sign as a person acting for a company in formation rather than pretending that an unregistered company already has legal personality. The document should state the future legal form, the intended company name, the proposed registered office and the precise authority under which the founder acts. It should also identify the route by which the company will take over the lease after registration. A lease that merely names “Future Company SAS, represented by its president” can create unnecessary litigation about whether a legal person existed when the contract was signed. The safest approach combines the statutory rules, the 28 May 2025 decision of the French Commercial Chamber of the Cour de cassation and a carefully documented approval process.

I. Can a foreign founder sign a French commercial lease before company registration?

A. What changes before the Kbis and who is bound?

A company is not fully interchangeable with the people preparing it. Under Article 1842 of the French Civil Code, a company other than a société en participation acquires legal personality only upon registration. The official wording is: “jouissent de la personnalité morale à compter de leur immatriculation.” In practical terms, the future SAS (société par actions simplifiée, a simplified joint-stock company) or SARL (société à responsabilité limitée, a private limited-liability company) can be organised before registration, but it cannot be treated as an already existing contracting person for every purpose. Founders can also review the firm’s French company formation and corporate law page when mapping the incorporation workstream around the lease.

Article 1843 of the Civil Code supplies the bridge between preparation and registration. It provides that “Les personnes qui ont agi au nom d’une société en formation avant l’immatriculation sont tenues des obligations nées des actes ainsi accomplis,” and that a regularly registered company may take over those commitments retroactively. The rule is important for a foreign founder because the person who signs may remain exposed to rent, service charges, a deposit, restoration costs and contractual penalties until the company has validly taken over the lease. Foreign nationality does not remove that exposure. The same principle applies whether the founder signs in France, signs electronically from another country or uses a representative under a power of attorney.

For a commercial company, Article L. 210-6 of the French Commercial Code states that companies obtain legal personality on registration in the Registre du commerce et des sociétés, or RCS, the French commercial register. It also says that people who acted for a company in formation before legal personality existed are “tenues solidairement et indéfiniment responsables” unless the company, once properly constituted and registered, takes over the commitments. The final effect is that the commitments are then deemed to have been entered into by the company from the beginning. Until that event, the landlord can still focus on the individual signatory.

The word “Kbis” is often used as shorthand for registration, but it is not itself the source of legal personality. The decisive event is registration. The Kbis is the official extract used to demonstrate the company’s registered identity, RCS number, management and registered office. A foreign founder should therefore not draft the lease on the assumption that a pending filing or a pre-assigned SIREN number has the same legal effect as registration. SIREN means the nine-digit national identification number of the entity; SIRET identifies an establishment. Neither should be invented or used as if it proves that the company already exists.

The practical answer to “can I sign before registration?” is consequently a qualified yes. The founder can sign, but the signature block should identify the individual and the future company separately. A reliable formulation is: “Ms or Mr [full name], acting in his or her own name and on behalf of [proposed name], a company in formation intended to be incorporated as a [SAS or SARL], whose proposed registered office is [address].” The lease should say that the company will take over the commitment through one of the legally recognised mechanisms after registration. If the founder gives a separate mandate to another person, the mandate should be written, specific and retained with the incorporation file.

This distinction also matters when the landlord asks for a personal guarantee. A personal guarantee is separate from the founder’s temporary liability for an act performed during the formation period. It may continue after the company has taken over the lease, depending on its wording. A foreign founder should not assume that the automatic or documented takeover of the principal lease automatically releases a guarantee, a co-obligation or a separate indemnity. Those instruments must be reviewed on their own terms.

The lease must also be classified correctly. Article L. 145-1 of the Commercial Code describes the premises and business circumstances to which the statutory commercial-lease regime applies, including premises in which a business is operated. The text begins: “Les dispositions du présent chapitre s’appliquent aux baux des immeubles ou locaux dans lesquels un fonds est exploité.” A company may sign a lease for future premises before it has begun operating, but the contractual label alone does not settle every question about the statutory regime. An office used only for administration, a serviced office, a warehouse, a professional activity and a retail premises may trigger different rules. The founder must decide whether the document is truly a commercial lease, a professional lease or another form of occupation agreement.

B. How should the lease be drafted before incorporation?

The first drafting priority is the identity of the contracting parties. The landlord’s name, legal form, address and registration details should be checked. On the tenant side, the lease should name the founder as the person acting and then describe the future company as a company in formation. It should not present a non-existent SAS or SARL as if it already had a president, gérant or legal capacity. If the proposed company name may change, the lease can state the intended name and make clear that the registration of a different name does not automatically destroy the common project. The 2025 case law discussed below makes the surrounding evidence significant, but careful drafting remains the better protection.

The second priority is the authority for the commitment. The founders should decide whether the lease is signed before or after the draft statutes. If it is signed before the statutes, the act can be identified in the statement of acts to be annexed to the statutes. If it is signed after the statutes, the statutes or a separate instrument can give a founder a mandate to sign. The mandate should describe the premises, the landlord, the term, the maximum rent, the deposit, any guarantee, the permitted activity and the important conditions. A vague permission to “do everything necessary for the incorporation” is weaker than a mandate that identifies the lease itself.

The third priority is the financial perimeter. A commercial lease is not limited to headline rent. It may include indexation, service charges, property taxes, insurance, works, restoration, a security deposit, a rent-free period, a personal guarantee and charges connected with the building. Under Article L. 145-40-2 of the Commercial Code, “Tout contrat de location comporte un inventaire précis et limitatif des catégories de charges, impôts, taxes et redevances liés à ce bail.” The future company should know these items before the founder commits personally. A founder abroad should obtain the proposed lease, schedules, technical documents, service-charge budget and insurance requirements in a language he or she can understand before signing.

The fourth priority is the term. Article L. 145-4 of the Commercial Code states: “La durée du contrat de location ne peut être inférieure à neuf ans.” It also provides, subject to the statutory conditions, for the tenant’s ability to give notice at the end of a three-year period with at least six months’ notice. A founder who has not yet tested the French market should understand the difference between a nine-year commercial lease, a shorter occupation arrangement, a domiciliation contract and a flexible office licence. The nine-year reference is not a reason to describe every office agreement as a commercial lease. It is a reason to negotiate the correct contract before the company becomes committed.

The fifth priority is a clear route out if registration fails. The lease can contain a carefully drafted condition linked to the incorporation timetable, but a condition does not automatically erase liability for costs incurred while it is pending. The parties should address what happens to the keys, the deposit, fit-out works, insurance and occupation if the Guichet unique rejects the filing or asks for correction. The founder should not promise a Kbis within an unrealistic two-month period simply to satisfy the landlord. A delayed registration may create a default under the lease even if the incorporation procedure is progressing normally.

The Civil Code also frames the quality of the negotiations. Article 1103 says: “Les contrats légalement formés tiennent lieu de loi à ceux qui les ont faits.” Article 1104 adds: “Les contrats doivent être négociés, formés et exécutés de bonne foi. Cette disposition est d’ordre public.” Those short provisions do not turn a flawed signature block into a valid company, but they reinforce the need for honest disclosure. A founder should tell the landlord that the company is in formation, explain who will sign, disclose the intended activity and avoid hiding the fact that registration is pending. The landlord should not be led to believe that the future company already has assets, insurance, licences or operating capacity that it does not yet possess.

Article 1112-1 of the Civil Code is also relevant where one party holds information that would determine the other party’s consent. It begins: “Celle des parties qui connaît une information dont l’importance est déterminante pour le consentement de l’autre doit l’en informer.” That may cover information about the planned activity, regulatory restrictions, unusual works, the need for a licence or the fact that the future tenant cannot yet provide a Kbis. A foreign founder should keep a written record of the information delivered to the landlord and of any answer received. This is not administrative decoration. It can show what both parties understood when the lease was signed.

The most important recent authority is Cour de cassation, Commercial, Financial and Economic Chamber, 28 May 2025, no. 24-13.370. The case concerned a commercial lease signed for a SAS in formation. The Cour de cassation held, in the verified wording: “Il appartient au juge d’apprécier souverainement, par un examen de l’ensemble des circonstances, tant intrinsèques à l’acte qu’extrinsèques, si la commune intention des parties n’était pas que l’acte fût conclu au nom ou pour le compte de la société en formation.” The lesson is not that the signature block no longer matters. The lesson is that a court will examine the lease, the statutes, the annexes, the parties’ conduct and the surrounding documents rather than mechanically treating one imperfect phrase as decisive.

That decision corrected the risk shown by an earlier judgment in the same dispute. In Cour d’appel de Paris, 9 November 2023, no. 20/09580, the court had stated that the lease signed by a person described only as the representative of a company without legal existence was void and that later steps could not cure it. Its operative ruling declared the lease “nul et de nul effet.” The 2025 Cour de cassation decision quashed that judgment because the lower court had failed to assess the parties’ common intention across all circumstances. A foreign founder should treat this procedural history as a warning: legal flexibility exists, but relying on litigation to repair a careless contract is expensive and uncertain.

II. How can the company take over the lease after registration?

A. How do the statutory list, mandate and post-registration decision work?

French law provides three practical routes for taking over an act made for a company in formation. They are not interchangeable drafting slogans. The file should show which route was chosen, who had authority and when the company became registered. The central text is Article 6 of Decree no. 78-704 of 3 July 1978. It states that the list of acts made for the company in formation, with the commitment resulting from each act, is presented to the associates before the statutes are signed; the list is annexed to the statutes, and their signature brings about takeover once the company is registered. It also allows a mandate in the statutes or a separate act, provided the commitments and their terms are determined. After registration, takeover can result from a decision of the associates, subject to the statutory rule on majority.

Route	When it is used	Evidence to preserve
Annexed statement	The lease was signed before the statutes, or is included in the acts presented before signature.	Lease, detailed statement of the commitment, annex to the signed statutes and final registration record.
Specific mandate	The statutes or a separate instrument authorises one or more founders to sign before registration.	Mandate naming the signatory, premises, landlord, financial limits, term and conditions, plus the executed lease.
Post-registration decision	The company is already registered and the associates formally decide to take over an act that was not covered by the first two routes.	Minutes, resolution, voting record, identified lease and notice or acknowledgement where useful.

For an SAS or another company by shares without a public offering, Article R. 210-6 of the Commercial Code provides that the statement is made available to shareholders and annexed to the statutes. The article says: “Cet état est annexé aux statuts, dont la signature emporte reprise des engagements par la société, lorsque celle-ci a été immatriculée au registre du commerce.” It also confirms that a mandate may be given in the statutes or by separate act, provided the commitments and their terms are determined. The foreign founder should therefore add the lease to the incorporation file with enough detail for another person to identify exactly what was accepted.

For an SARL, Article R. 210-5 of the Commercial Code follows a similar structure. It requires the statement of acts and the resulting commitment to be presented to the associates before the statutes are signed. It says that the signature of the statutes brings about takeover after registration, and that a mandate can cover determined commitments whose terms are specified. The choice between SAS and SARL should not alter the founder’s operational discipline: list the lease, identify the financial exposure and keep the evidence of registration.

The first route works best when the lease is already final. The statement should not say only “office lease” or “commercial premises.” It should identify the date, landlord, address, activity, term, rent, indexation, deposit, guarantee, works and any special conditions. If the lease is signed in a foreign language and a French version will be filed, both versions should be stored and the contract should state which version controls. If the rent is in euros but the founder’s funds are held abroad, the file should record who bears transfer costs and exchange risk.

The second route is useful when founders have signed statutes but need to negotiate a lease during the registration window. The mandate should not be open-ended. A clause authorising a founder to sign “any agreement necessary for the business” may create arguments about whether a nine-year lease, a large deposit or a personal guarantee fell within the authorisation. A better mandate gives a maximum financial commitment and requires approval for any personal guarantee or works contribution. The landlord can receive a copy or a certificate of the mandate, subject to confidentiality and commercial concerns.

The third route is a formal corporate act after registration. The associates should not rely only on the company paying the first rent or using the premises. Payment and occupation may be evidence, but they do not replace a clear resolution when the legal route is disputed. The minutes should describe the original signatory, the date of the lease, the landlord, the premises and the exact commitments taken over. The company should also confirm internally whether a director, president or gérant has authority to sign the follow-up documents.

A useful appellate decision is Cour d’appel de Versailles, 16 March 2023, no. 21/05170. The court verified and stated: “Par ailleurs, l’état des actes accomplis pour le compte de la société en formation annexé aux statuts n’est pas le mode unique de reprise de ces actes.” The case involved a commercial lease signed by people acting personally and for a company in formation, followed by a post-registration corporate decision. It illustrates that the annex is not the only mechanism, but it does not mean that any informal conduct will always suffice. The resolution must still be identifiable and connected to the commitment.

The practical file should contain a chronology. Record the date of the first negotiation, the date of the draft statutes, the date of the mandate, the date of signature, the date of filing through the Guichet unique, the date of registration and the date of the takeover decision. Keep the emails in which the landlord acknowledges that the founder is signing for a company in formation. Keep the version of the lease that was actually signed, not only the version later uploaded to a data room. If a document is amended after signature, explain whether it is an amendment by the founder, by the registered company or by both parties.

One important distinction is between a takeover and a later cession of contract. If the founder signed in a personal capacity and did not act for the company in formation, the company may need a transfer rather than a statutory takeover. Article 1216 of the Civil Code provides: “Un contractant, le cédant, peut céder sa qualité de partie au contrat à un tiers, le cessionnaire, avec l’accord de son cocontractant, le cédé.” It also requires the cession to be recorded in writing on pain of nullity. A founder should not describe a personal lease as automatically belonging to the future company if the documents show the opposite. Obtain the landlord’s written consent to a transfer where the original contract was personal.

B. What should a foreign founder check before signing and after filing?

The first check is the premises and the proposed business activity. The lease should permit the actual activity, not merely a broad phrase copied from an online template. Restaurants, retail, education, healthcare, storage, manufacturing and regulated services can require permissions, works or insurance. If the founder signs before the company exists, the founder may bear the cost of a premises that cannot legally be used for the intended activity. Ask the landlord for the building rules, permitted use, access conditions, works history, insurance requirements and any restriction affecting foreign employees, deliveries or signage.

The second check is the registered office. The future company may use the leased premises as its registered office, but the lease, the building rules and the landlord’s consent should support that use. A registered office is the company’s legal address; it is not necessarily the place where all trading activity occurs. The formalities should use a stable address that can receive official notices. If the founder uses a domiciliation provider temporarily, that is a separate contractual choice and should not be confused with a commercial lease for operating premises.

The third check is the registration channel. The INPI information page on the Guichet unique and the Registre national des entreprises explains that the Guichet unique centralises company formalities and that the RNE, the French National Business Register, is updated from the declarations submitted through it and validated by the competent bodies. The founder should use the official portal, monitor requests for regularisation and download the filing acknowledgements. INPI means Institut national de la propriété industrielle; in this context, the important point is its role in the digital formalities system, not a guarantee that every filing will be accepted without correction.

The official service-public.fr guidance on drafting and registering company statutes should be read alongside the statutes and the lease. A foreign founder should ensure that the filing includes the correct company form, registered office evidence, identity documents, beneficial-owner information, the legal announcement evidence and the statement of acts. A rejected or incomplete filing can delay the company’s registration and leave the founder exposed under the lease. If the Guichet unique asks for a correction, the answer should address the actual reason for rejection rather than merely uploading the same document again.

The fourth check is taxation and the start of activity. Registration and tax formalities are connected but not identical. The official impots.gouv.fr guidance on creating an enterprise explains that the creation declaration is transmitted to the relevant organisations, including the French tax services, and that the formalities portal is the single entry point for creation, modification and cessation declarations. It also states that a creation or start-of-activity declaration is required within fifteen days following the start of activity. A founder should not treat the signing of a lease as a substitute for the correct tax declaration, nor should the founder declare commercial activity before the company’s structure and actual start date are ready.

The fifth check is the post-registration package. Once the company is registered, obtain the Kbis or equivalent official registration extract, verify the company name, RCS number, registered office, legal form and representative, then send the landlord the evidence required by the lease. Ask the landlord to confirm in writing that the company has taken over the lease. If a personal guarantee was signed, ask whether it remains in force and keep a copy of the answer. Update the insurer, bank, accounting records and internal asset register. The first rent, deposit and works invoices should be booked consistently with the takeover date and the contractual allocation of costs.

The sixth check is the wording of the landlord’s response. A landlord may ask for a new lease because the original document named the company incorrectly. That may be the right solution, but it may also change the rent, indexation date, deposit, term, renewal rights or liability for works. Compare the original and replacement documents before signing. If the replacement is intended as a confirmation rather than a new lease, say so clearly. If it is a cession, use a written cession with the landlord’s consent. If it is a new lease, state how the first deposit, rent and occupation period are treated.

The recent Bordeaux decision offers a useful illustration. In Cour d’appel de Bordeaux, 19 February 2025, no. 23/00241, the court verified the following wording: “l’exigence selon laquelle l’acte doit, expressément et à peine de nullité, mentionner qu’il est passé ‘au nom’ ou ‘pour le compte’ de la société en formation ne résulte pas explicitement des textes régissant le sort des actes passés au cours de la période de formation.” The court considered the lease, an insurance certificate, the statutes and the annexed statement, then concluded that the parties intended the founder to act for the company in formation. The decision also shows why a founder should not rely on one document in isolation.

By contrast, the Paris decision of 9 November 2023, no. 20/09580, demonstrates the cost of an ambiguous arrangement. The lower court treated the lease as concluded by a company without legal existence and declared it void. Although the Cour de cassation later quashed that approach in the same dispute, a founder still has to fund the litigation, preserve evidence and manage the landlord relationship while the dispute is pending. The 2025 ruling is therefore a tool for interpreting a difficult file, not a licence to sign a lease without a proper company-in-formation clause.

For an overseas founder, the final operational checklist should be short enough to use before a video call with the landlord:

• Confirm whether the premises require a commercial lease, professional lease, serviced-office agreement or another occupation contract.
• Identify the individual signatory and write that he or she is acting for a company in formation.
• State the intended legal form, proposed name, registered office and activity without presenting the future entity as already registered.
• Choose the takeover route before signing: annexed statement, precise mandate or post-registration decision.
• List rent, indexation, deposit, charges, works, insurance, personal guarantees and restoration obligations.
• Preserve the lease, annexes, mandate, emails, signature evidence and filing chronology in one incorporation file.
• Use the Guichet unique and monitor the INPI/RNE formalities until the company is registered.
• After registration, send the landlord the official company details and obtain written confirmation of takeover or a written cession if one is required.

A foreign founder who follows this sequence can secure premises before registration without confusing the future company with a legal person that does not yet exist. The real objective is not simply to sign quickly. It is to ensure that the lease, the incorporation file and the post-registration corporate decision all tell the same legal story.

Conclusion

A foreign founder can sign a French commercial lease before the company receives its Kbis, but the founder must assume that the signature creates a personal exposure until the company validly takes over the commitment. The company acquires legal personality on registration. Before that event, the person acting for the company in formation is the practical counterparty for the landlord unless the documents and the applicable takeover mechanism produce the statutory retroactive effect.

The strongest file names the founder, describes the future SAS or SARL, identifies the premises and activity, states the financial terms and chooses a takeover route. The lease should be listed in the statement annexed to the statutes, covered by a precise mandate or approved by a documented decision after registration. A personal lease should not be relabelled as a company-in-formation act after the event; if the founder signed personally, a written cession with the landlord’s consent may be necessary.

The 28 May 2025 decision, no. 24-13.370, makes the analysis more fact-sensitive by requiring the judge to examine the common intention of the parties across the contract and surrounding evidence. That is useful protection where a document is imperfect, but it is not a substitute for disciplined drafting. For an international founder, the safest path is to coordinate the lease, the statutes, the mandate, the Guichet unique filing and the post-registration notice before the first rent becomes due.

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