A foreign founder can have a French customer ready to sign while the new company is still waiting for its Kbis. The Kbis is the official extract proving that a commercial company is registered in the French Trade and Companies Register, or Registre du commerce et des sociétés (RCS). It is important evidence for a bank, a purchaser or a procurement team, but it is not the event that creates the company’s legal personality. Registration does that.

The practical answer is therefore conditional. A company that has been properly constituted and whose registration filing is pending may often start its activity and issue an invoice in the company’s name, using the wording required for an identification number that is still being allocated. The founder must not invent a SIREN, a nine-digit legal-unit identifier, or a SIRET, the fourteen-digit establishment identifier. The founder must also preserve the legal link between the invoice, the company in formation and the later takeover of the commitment.

This distinction matters especially when the shareholder lives abroad, the customer is outside France, the bank requests a Kbis before paying, or the French tax authority has not yet assigned a VAT identification number. The checklist below separates the three relevant moments: before the filing, during the period in which the filing is pending, and after registration but before the paper or electronic Kbis has reached the founder.

For the broader incorporation roadmap, see the firm’s French company-formation legal hub; this article focuses only on the narrow invoicing and pre-registration problem.

I. Can a French company invoice before its Kbis?

A. What changes between a company in formation and a registered company?

French law distinguishes the company project from the legal person. Article 1842 of the Civil Code provides that commercial companies acquire legal personality upon registration. The operative wording is that companies “jouissent de la personnalité morale à compter de leur immatriculation”, meaning that they enjoy legal personality from registration. The official text is available in Article 1842 of the Civil Code.

Article L. 210-6 of the Commercial Code states the same rule for commercial companies and adds the consequence for acts performed during formation: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation”. The same provision makes the person who acted for the future company personally responsible unless the registered company takes over the commitments. See Article L. 210-6 of the Commercial Code.

The Kbis must therefore be understood as proof, not as the source of legal existence. The French public administration explains that a Kbis proves registration in the RCS and identifies the company, while a registration certificate from the National Business Register, or RNE, can also provide evidence in many procedures. The official explanation of the Kbis is in Service Public Entreprendre’s K or Kbis guide. A customer may still demand a recent Kbis as an internal compliance rule, even when the company already exists legally and can prove its SIREN by another official document.

Three dates must be kept separate in the founder’s file:

Moment	Legal position	Safe commercial document
Before the statutes and the registration filing	The company is a project. A founder may prepare negotiations, but cannot present an unregistered legal person as if it already had a French registration number.	A non-binding proposal, draft contract, or a contract signed by the actual existing contracting party.
After constitution and filing, before registration	The company is “en formation”, or in formation. The founder can act for its account, but the founder remains exposed until the company is registered and the commitment is taken over.	An invoice in the future company’s name, with “SIRET en cours d’attribution” where applicable, plus a carefully documented act for takeover.
After registration, before the Kbis is received	The company has legal personality. The SIREN and SIRET should be obtained or confirmed through the official registration channels.	An ordinary company invoice with the identifiers and legal particulars available at the date of issue; attach the RNE registration proof if the customer needs evidence.

The legal form does not change the basic sequence. A SAS, meaning a société par actions simplifiée or simplified joint-stock company, and a SARL, meaning a société à responsabilité limitée or private limited company, both have no legal personality before registration. Their internal rules for approving acts and their governance documents differ, so the founder should not copy a takeover clause from one form into the other without checking it.

The personal-liability rule is not theoretical. Article 1843 of the Civil Code says: “Les personnes qui ont agi au nom d’une société en formation avant l’immatriculation sont tenues des obligations nées des actes ainsi accomplis”. It then allows the registered company to take over the commitments, which are treated as having been made by the company from the beginning. The full provision is available at Article 1843 of the Civil Code.

The wording used on the document is consequently decisive. In Cass. com., 13 November 2013, no. 12-26.158, the Court of Cassation examined a contract referring to a company that was “en cours d’enregistrement”. The Court required the lower court to establish that a person had acted in the name of the company in formation, rather than allowing the company itself to contract before it existed as a legal person. The distinction is directly relevant to an invoice: the document should identify the founder as acting for the company in formation, rather than falsely stating that an already registered company issued it.

The more recent decision Cass. com., 28 May 2025, no. 24-11.478 shows why the surrounding evidence matters. The Court accepted that the judge must assess the parties’ common intention from the terms of the act and the surrounding circumstances when the document does not perfectly use the expected formula. That possibility is not a licence to draft vaguely. It is a litigation safety net. A foreign founder should make the intended legal capacity explicit at the moment the customer signs and should keep the registration file that proves what the parties intended.

The best working rule is simple: an invoice can be issued during the formation period only as part of a documented transition to the future company. If the founder cannot state which existing person or company is legally providing the service, which entity will take over the commitment, and what registration filing is pending, the invoice should wait or be issued by the entity that actually contracted and performed.

B. When may a foreign founder issue the first invoice?

The first question is not “Do I have a Kbis?” but “Has the company been properly constituted, and has the registration filing been made?” The official company-formation guidance confirms that activity can start before registration if the documents identify the company as being in formation and the acts are listed for takeover. Service Public states: “Il est possible de démarrer l’activité avant l’immatriculation de la société”. It also requires the mention “Société en cours de formation” on the documents and an annex to the statutes listing the acts made before the filing. See the official company-registration procedure.

The same source distinguishes the invoice from a personal invoice. For an enterprise still being registered, the invoice must be made in the company’s name with the wording “Siret en cours d’attribution”, rather than in the creator’s name, otherwise the customer may be unable to deduct the VAT shown on the invoice. This point appears in the official guide to mandatory invoice particulars. For an overseas founder, this is the central answer to the Kbis question: the absence of the extract does not automatically prohibit the invoice, but an incorrect identity on the invoice creates a tax and contract problem.

There are four conditions for using this route safely.

1. The company must be identifiable. Use the intended corporate name, legal form, registered office address and the wording showing that registration is pending. Do not use a made-up SIREN, SIRET or French VAT number.
2. The signatory must have capacity to act for the company in formation. The signed statutes, a specific power of attorney or a mandate should identify the founder and the act to be performed. A foreign parent company should be named separately if it is also a party.
3. The act must be recorded for takeover. The invoice, the customer contract, a purchase order, an advance payment and material supplier commitments should be described in the schedule attached to the statutes or covered by a sufficiently precise mandate.
4. The underlying activity must be lawful at that stage. A regulated activity may require an authorisation, licence, professional registration or other approval before it starts. Company registration does not replace that substantive approval.

For a foreign founder, the registration filing normally runs through the Guichet unique, the one-stop electronic business-formality portal operated by the Institut national de la propriété industrielle (INPI), the French National Institute of Industrial Property. INPI explains that the portal centralises creation, modification, cessation and annual-account formalities and that the RNE data is checked by the competent bodies. The official explanation is available on INPI’s Guichet unique and RNE page.

Keep the submission receipt, the final signed statutes, the proof of registered office, the legal notice, the capital-deposit certificate where relevant, the beneficial-owner information and the identity documents. If documents originate outside France, keep the translation and any required certification or apostille. These papers allow the customer’s procurement team to understand why a Kbis is not yet available and allow the company to show that the invoice is not being issued by a fictitious entity.

A foreign founder should also choose the commercial document according to the customer’s immediate need. A quotation or pro forma invoice can reserve the commercial deal without asserting that a completed taxable supply has already occurred. An advance-payment invoice may be appropriate when the legal and VAT conditions for an advance are satisfied, but it must not be used to disguise a service performed by a different entity. A final invoice should describe the actual delivery or service and use the correct date. Never solve the Kbis delay by backdating the invoice.

Some customers will refuse to pay without a Kbis because their risk policy is stricter than the legal minimum. That is a commercial obstacle, not necessarily proof that the invoice is void. The founder can provide the Guichet unique filing receipt, the RNE registration proof as soon as it exists, the signed statutes, the mandate and a written explanation of the pending SIRET. If the customer still requires an extract, the founder can defer the due date or agree a conditional contract. The founder should not substitute a personal invoice merely to satisfy the customer if the economic contract was intended to belong to the future company.

II. How should the invoice and the pre-registration file be secured?

A. Which details, VAT wording and evidence should appear?

Once the decision to invoice during formation has been made, the document must satisfy both company-law and invoice-law requirements. Article L. 441-9 of the Commercial Code provides that “Tout achat de produits ou toute prestation de service pour une activité professionnelle fait l’objet d’une facturation”. It also links the due date of the invoice to the delivery of goods or the performance of services. The rule is in force at the time of this publication in Article L. 441-9 of the Commercial Code.

The core identity block should contain the company name exactly as stated in the draft statutes, the legal form, the registered office, the share capital where required, the customer’s complete identity and the wording “SIRET en cours d’attribution” while the establishment identifier is pending. The founder should add the RCS location if the information is known and should identify the signatory as acting for the company in formation. The signatory’s personal address or personal bank account should not silently replace the company identity.

French invoice rules also depend on the company’s identifiers. Article R. 123-221 of the Commercial Code defines the legal-unit identifier as a nine-digit number and the establishment identifier as that number followed by five additional digits. The text says: “Le numéro d’identification attribué à chaque unité légale est un numéro d’ordre composé de neuf chiffres”. See Article R. 123-221 of the Commercial Code. The founder should leave a pending identifier blank only where the official guidance permits the pending wording; inserting zeros, a temporary foreign company number or an unverified number is not a safe substitute.

Article 242 nonies A of Annex II to the General Tax Code requires the full name, the identification number and the address of the taxable person and the customer. It also requires the individual VAT identification number in the cases where it applies. The official text begins: “Les mentions obligatoires qui doivent figurer sur les factures”. Review Article 242 nonies A of Annex II to the General Tax Code alongside the transaction’s VAT rules.

The invoice should also include:

• a unique number in a continuous chronological sequence;
• the issue date and the date of delivery or completion of the service;
• a precise description of each product or service, quantity, unit price excluding VAT and applicable reductions;
• the payment deadline, late-payment interest terms and the fixed recovery indemnity for a professional customer;
• the purchase-order number when the customer supplied one;
• the correct VAT rate or the legal reason why French VAT is not charged;
• the company’s payment account, with a clear separation between company funds and the founder’s personal funds.

VAT requires a separate check. VAT is the French “taxe sur la valeur ajoutée”, a consumption tax usually translated as value-added tax. A French VAT number is not the same thing as a SIRET. The tax administration explains that the intra-Community VAT number is assigned by the business tax department, known as the Service des impôts des entreprises (SIE), after the SIREN has been obtained. See the official identification-number guidance.

Do not print a VAT number merely because a customer outside France requests one. First determine whether the company is liable for French VAT, whether the transaction is located in France, whether the customer is a taxable business, and whether a reverse-charge rule applies. For a cross-border service, the customer’s VAT status and country can change the invoice wording. For a French domestic service, the company may need to charge French VAT unless a specific exemption or franchise applies. If the number is still being processed, ask the SIE for the correct treatment and keep the request in the tax file.

Article 289 of the General Tax Code requires an invoice for taxable operations and recognises invoices emitted by the taxable person or in its name and on its behalf. The current text can be checked at Article 289 of the General Tax Code. The tax analysis must be made on the transaction date, not retrofitted after the Kbis arrives. If the first invoice was issued without a VAT number because the company’s regime permitted that position, keep the evidence. If the VAT number becomes necessary, obtain it and issue a correction or a new invoice that clearly refers to the original document.

A robust pre-registration evidence pack should contain one PDF folder per invoice. The folder should include the signed customer contract, the purchase order, the invoice, the proof that the company-formation filing was submitted, the statutes or mandate authorising the act, the relevant delivery or timesheet evidence, the bank proof of payment and any email in which the customer accepted the pending-registration wording. For a foreign founder, add the certified translation of the company’s foreign identity documents where relevant and a short English explanation of the French sequence.

The second case involving invoices and formation acts, Cass. com., 13 July 2010, no. 09-68.142, is useful for this file discipline. The underlying invoices described the signatory as “agissant pour le compte de la société Contents France Sas en cours de formation”. The Court’s reasoning nevertheless focused on whether the acts and resulting commitments had been properly identified in the documents annexed to the statutes. The lesson is precise: an explanatory phrase on the invoice helps, but it does not replace a complete takeover record.

B. What should be corrected after the SIREN, SIRET and Kbis arrive?

Registration creates a short administrative clean-up period. Once the SIREN and SIRET are available, update the invoice template, accounting software, contract footer and customer master data. The SIREN identifies the legal entity. The SIRET identifies a particular establishment. If the registered office is the only establishment, the identifiers still have different functions. Keep the invoice number and issue date already used during formation; do not delete the first invoice and recreate it with a later date merely because the Kbis was delivered later.

If the original invoice complied with the pending-registration guidance, the usual correction is an information update sent to the customer, not an artificial reissuance. If a mandatory figure, VAT treatment, customer identity, price or tax amount was wrong, issue a corrective invoice or credit note that refers to the original number and date. Preserve both documents. The correction should explain the reason, show the new SIREN, SIRET or VAT number when relevant, and leave an audit trail in the company’s accounting records.

The next step is formal takeover of every pre-registration commitment. For a SARL, Article R. 210-5 of the Commercial Code says that the statement of acts is annexed to the statutes and that signing the statutes can cause takeover on registration. It provides: “Cet état est annexé aux statuts”. See Article R. 210-5 of the Commercial Code. For a SAS, Article R. 210-6 provides a comparable mechanism for acts available to the shareholders and mandates that are sufficiently determined. Its rule is that registration “emporte reprise de ces engagements par la société”. The official text is at Article R. 210-6 of the Commercial Code.

Prepare a post-registration checklist:

1. Compare the final registered company name, legal form, registered office and activity with every pending invoice and contract.
2. Confirm that the relevant invoice and contract were in the acts statement or covered by a precise mandate.
3. Have the competent corporate body approve any act that was not automatically taken over under the applicable form.
4. Record the takeover decision in the company’s minute book and accounting file.
5. Move company funds to the company account and document reimbursement of any founder advance.
6. Send the customer the SIREN, SIRET, registration proof or Kbis and, when available, the VAT number.
7. Ask the accountant to check the VAT return, revenue recognition, advance-payment treatment and any cross-border declaration.

The foreign founder should not assume that registration automatically cures every defect. In Cass. com., 13 July 2010, no. 09-68.142, the Court rejected a takeover argument where the attached documents did not identify the commitment with sufficient precision. The company’s later existence did not erase the question of what had actually been undertaken, by whom and for which company project.

If the Guichet unique rejects the registration, stop treating the future entity as a registered company. Tell the customer that the filing requires correction, preserve the invoice and the rejection notice, and decide whether the act can be reissued by the founder or by another existing company under a genuinely new contract. Do not simply replace the company name, insert a later SIREN or backdate a document. Under Article 1843 of the Civil Code, the person who acted for the company in formation may remain personally bound until a valid takeover occurs.

The same caution applies when a customer is an overseas parent company. If the parent is paying a French subsidiary in formation, the documents should show whether the parent is buying services from the founder, funding the future subsidiary, paying a formation expense or contracting with the future French company. These are different legal and tax relationships. A single invoice with a French company name and foreign bank details cannot safely cover all of them. The contract, payment trail, invoice identity and takeover decision should tell the same story.

When the customer is a public body, a regulated purchaser, a bank or a large group, ask for its supplier-onboarding requirements before the service starts. Some organisations may require a Kbis, a RNE extract, a VAT number or an insurance certificate even though private-law rules permit the company to operate during formation. A foreign founder can often solve the timing issue by agreeing a conditional purchase order, a delayed payment trigger or a pro forma invoice, while keeping the final taxable invoice aligned with the legal and tax position.

A legal review becomes particularly valuable when the first invoice is high-value, when a customer pays an advance, when the activity is regulated, when the founder’s foreign company remains involved, when the legal form changes during the project, or when a VAT number is missing for an intra-Community transaction. In those situations, the question is no longer only whether an invoice can be printed. It is whether the right entity contracted, performed, accounted for the revenue, reported the tax and can enforce payment without leaving the foreign founder personally exposed.

Conclusion

A French company may often invoice before its Kbis reaches a foreign founder, provided that the company-formation stage is real, the registration filing is pending, the invoice names the future company and uses the permitted pending-identifier wording, and every commitment is prepared for valid takeover after registration. The Kbis is evidence of registration; it is not the legal source of the company’s personality.

The safe sequence is to identify the contracting party, use the correct formation wording, list the act in the statutes or a precise mandate, apply the correct French VAT treatment, retain the filing evidence, and update the records when the SIREN, SIRET and Kbis arrive. A founder who instead invents an identifier, invoices personally without explaining the relationship, or relies on a later Kbis to cure an unclear contract can remain personally liable and create a tax dispute with the customer.

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