A foreign founder often pays the first French business costs before the company has its Kbis, the official extract proving registration. Legal drafting, a registered-office service, software, market research, equipment, translation and professional advice may all be needed before the application to the French one-stop portal is complete. The practical question is not simply whether the founder can later be reimbursed. It is whether the person or entity that actually bore the French value-added tax (TVA, taxe sur la valeur ajoutée) is the person legally entitled to deduct it.

The answer can be yes, but only if three gates are passed: the future activity must be within a VAT-deductible regime, the invoice must identify the right customer and show legally deductible VAT, and the claim must be made by the correct taxable person. The distinction matters even more for a foreign founder because an individual, a foreign parent company and a newly incorporated French subsidiary may each be different taxpayers. A French company can take over a pre-registration commitment for company-law purposes without automatically becoming the owner of the input-VAT right.

This article focuses on a French company being formed by a founder or foreign group. It explains the effect of the Conseil d’État decision of 14 November 2025, no. 490867, the documentary steps for invoices and acts taken for a company in formation, and the route from registration to a French VAT return or refund request. It does not treat immigration, property purchases or the personal relocation of the founder.

I. Can a French company claim VAT on costs incurred before registration?

A. Why the invoice, the intended activity and the real taxpayer decide the deduction

The starting point is the intended economic activity, not the date printed on the Kbis. Article 256 A of the French General Tax Code (CGI) treats as taxable persons those who independently carry out an economic activity, regardless of their legal form. The provision covers producers, traders, service providers and liberal professions. A business project can therefore generate preparatory expenditure before the legal person has received its registration extract. What matters is whether the expense is genuinely connected with an activity that will give rise to transactions opening a right to deduction.

That principle must be separated from the question of who signed and paid the invoice. Article 271 of the CGI states that “La taxe sur la valeur ajoutée qui a grevé les éléments du prix d’une opération imposable est déductible de la taxe sur la valeur ajoutée applicable à cette opération.” The same article links the deduction to the tax becoming chargeable, to the use of goods and services for taxable operations, and to possession of the relevant invoice. The current text is available in Article 271 of the French General Tax Code.

For a foreign founder, four situations should be kept separate:

1. The French company is the documented customer. The supplier invoice identifies the future French entity as a company in formation, describes the service and shows VAT. The company-law takeover file and the VAT analysis must still be checked together.
2. An individual founder is the customer and payer. The founder may be able to claim VAT only if that individual is the taxable person carrying on an economic activity that opens a right to deduction. A private individual cannot turn a personal purchase into French company input VAT merely by adding it to an expense report.
3. A foreign parent company pays the bill. The parent may be the person that bears the VAT and may need to consider its own deduction, subject to its activity, place of establishment and the rules governing the transaction. The French subsidiary cannot automatically claim the parent’s tax because the cost was incurred for the future subsidiary.
4. The French company buys after registration. The identity and existence of the customer are clearer, but the usual VAT conditions still apply: taxable activity, a compliant invoice, eligible expenditure and the correct declaration.

The deduction calculation also has a use test. Article 206 of Annex II to the CGI provides that the deduction coefficient is the product of the coefficients of subjection, taxation and admission. In practical terms, a cost that is partly private, partly used for exempt operations or subject to a specific exclusion may produce only a partial deduction or no deduction. The official rule is set out in Article 206 of Annex II to the French General Tax Code.

Typical costs require a category-by-category review. French legal or accounting fees may include VAT and may be connected with the launch of a taxable business. An official filing fee, a publication fee or a tax may not contain recoverable VAT at all. Bank interest is generally not treated like a standard VAT-bearing professional service. A computer bought for the future office may be eligible if it is genuinely used for the business, while private equipment or mixed-use costs require an allocation. A foreign supplier may invoice without French VAT, with a reverse-charge analysis instead. An expense report is evidence of payment; it is not, by itself, a VAT invoice.

There is also no universal “six-month rule” that solves every pre-registration expense. Some commercial guides present a short period as a safe rule, but the legal analysis turns on the link with the planned activity, the identity of the taxable person, the invoice and the applicable filing or correction period. A founder should not discard a genuine cost because it is outside an informal rule of thumb, and should not claim a weak cost because it falls within one. The evidence should show when the project began, what the cost purchased, who ordered it, who paid it and how it was used after launch.

The VAT regime chosen at launch is decisive. A business under the French franchise in base may be relieved from charging VAT but normally cannot deduct VAT on its purchases. Article 293 B of the CGI states that eligible businesses established in France benefit from a franchise that dispenses them from payment of VAT below the applicable thresholds. The version applicable in 2026 is published in Article 293 B of the French General Tax Code. A foreign founder should therefore decide whether the projected activity, turnover, customer base and cash needs justify a regime under which input VAT can be claimed. Registration for VAT and a real regime are not interchangeable with the mere fact of having a French company number.

The tax administration’s practical guidance reaches the same operational point: an assujetti redevable, meaning a taxable person liable for VAT, may deduct VAT supported by professional purchases if the required conditions are met, while a person under the franchise in base cannot recover it. The official explanation of the deduction conditions and the documentary requirement is available on impots.gouv.fr: How to deduct VAT on purchases. A foreign group should preserve the answer from its French tax office, called the SIE (service des impôts des entreprises), where the VAT position is not obvious.

The invoice is the central proof. Article 289 of the CGI requires a taxable person to ensure that an invoice is issued for the relevant supplies and services, and it requires the invoice to contain the legally prescribed information. It also states that an invoice may be issued by a third party on behalf of the taxable person under a mandate. The official text, including the rule that a French tax authority may require a translation of a foreign-language invoice for an audit, is in Article 289 of the French General Tax Code.

The details are not cosmetic. The invoice should identify the supplier and customer, state the nature of the goods or services, show the date, the price before tax, the rate and amount of VAT, and provide the relevant VAT identification data where required. The invoicing provisions in Annex II to the CGI list the mandatory information, including the customer and supplier identity and the VAT amount shown separately. They can be checked in Article 242 nonies A of Annex II to the French General Tax Code.

A VAT number alone does not transfer the right to deduct. Article 286 ter identifies taxable persons who must have an individual identification number, including taxable persons carrying out transactions that open a right to deduction. The 2026 text and its transition timetable are in Article 286 ter of the French General Tax Code. A foreign founder should ask the supplier how the invoice can correctly describe a French entity whose SIREN or VAT number is still being allocated, instead of inventing a number or leaving the customer as the founder personally.

B. What the Conseil d’État decision no. 490867 changes for a foreign founder

The most important recent authority for this issue is Conseil d’État, 9th and 10th chambers sitting jointly, 14 November 2025, no. 490867, concerning Société Rennes-Les Jardins de Lucile. The dispute concerned VAT on invoices for preparatory operations before the French company was constituted. The invoices had been borne by its future associate, another company. The future French company had taken over the commitments under Article 1843 of the Civil Code and then sought reimbursement of a VAT credit.

The Conseil d’État drew a line that a founder must understand: “Cette taxe n’était dès lors, en principe, déductible que par cette dernière”, referring to the future associate that had supported the VAT. The court added that this remained so even if the newly constituted company had taken over the commitments under Article 1843. The decision’s analysis states that the identity of the person entitled to deduct is governed by the VAT rules, not solely by the company-law mechanics of taking over an act.

This is the distinction between reprise de l’acte and VAT ownership:

• Reprise de l’acte means that, after registration, the French company accepts a commitment made for it during the formation period. This can move the contractual burden and allow reimbursement of the founder under company law.
• VAT ownership asks which taxable person acquired the goods or service, bore the tax and used it for transactions opening a deduction. That answer may be the French company, the individual founder or a foreign parent company depending on the actual transaction.

Article 1843 of the Civil Code confirms the first concept. It provides that persons who acted in the name of a company in formation remain liable for the obligations arising from those acts, and that the regularly registered company may take over the commitments, which are then treated as having been contracted by it from the beginning. The official article is available at Article 1843 of the French Civil Code. That retroactive company-law effect is important for the contract and the reimbursement. It does not erase the need to identify the VAT claimant under Article 271.

The same point appears in Article L. 210-6 of the Commercial Code for commercial companies. It states that “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés” and sets out the liability of people who act before that date unless the company takes over the commitments. The official text is linked at Article L. 210-6 of the French Commercial Code. A foreign founder should use the rule to structure the pre-registration contract, not as a substitute for an analysis of the VAT recipient.

The case is especially important where the founder is a foreign holding company. Suppose a UK, US or EU parent pays French advisers before the French subsidiary exists. If the parent is the customer on the invoices and is the entity that bears the VAT, the parent may need to examine whether its own taxable economic activity gives it a deduction or refund route. The French subsidiary cannot simply attach the invoices to its first French VAT return because the French entity later took over the commercial commitment. The group’s accounting entries, intercompany agreement and tax analysis must point to the same claimant.

If an individual founder pays, the answer depends on whether that person is the relevant taxable person and has a right to deduct. A foreign individual who is simply investing personal money into a new French company will normally face a serious problem if the invoice is personal and the person does not independently carry on a VAT-taxable activity. An invoice in the name of the French company in formation is stronger evidence for the company’s acquisition of the service, but the 2025 decision means that the file should still state who ordered the service, who bore the VAT, how the company took over the act and why the company is the proper claimant.

A second decision shows the risk on the other side. In Conseil d’État, 27 February 2013, no. 351749, a company issued an invoice mentioning VAT before its registration. The court held, on the facts, that a person who mentions VAT on an invoice is in principle liable for that tax. The decision is a warning to a founder who prepares a pre-registration invoice for customers: claiming that the company did not yet exist does not make VAT printed on the invoice disappear. The customer, supplier and future company must be identified correctly before any invoice is issued.

There is also a direct practical lesson from Cour d’appel de Toulouse, 7 October 2025, Arrêt no. 2025/350, RG no. 22/03561, in the Travel Café litigation. The court examined a professional’s claim relating to VAT reimbursement on costs incurred before incorporation and noted that the acts and expenses could be taken over through an annex to the articles, a mandate or a later collective decision. It nevertheless found fault in seeking reimbursement on the basis of expenses that had not been regularly taken over. The case is not a replacement for the Conseil d’État’s VAT analysis, but it demonstrates why an incomplete acts-takeover file can produce a tax loss and a professional-liability dispute.

For a foreign founder, the safe conclusion is narrow but useful: do not ask only, “Can my French company reimburse this bill?” Ask four questions before the invoice is paid: who is the customer, who paid, who bears the VAT, and who will report the deduction? If any answer changes between the invoice, the bank transfer, the accounting entry, the acts annex and the first VAT return, the file should be corrected before a refund request is submitted.

II. How should a foreign founder document and claim the VAT?

A. What should appear on the invoice and in the acts-takeover file?

The first document should be drafted for the legal reality that exists on the date of the purchase. A supplier cannot treat the founder as a private customer and then expect a later note saying “for the company” to create a corporate VAT right. If the service is ordered for a French entity that is being formed, request an invoice naming the intended company, followed by an expression such as “société en formation” or “company in formation”. The French public administration also advises that a company still being registered should receive the invoice in the company’s name, with the registration identifier described as pending where appropriate, rather than in the creator’s name. The current public guidance on this point appears in Service-Public: mandatory information on an invoice.

Do not copy a SIREN, SIRET or VAT number from another group company. SIREN is the nine-digit identifier of the legal entity, while SIRET identifies a particular establishment. If the French number has not yet been assigned, ask the supplier and the French accountant how the customer should be described and whether a corrected invoice will be needed after registration. An invoice with the wrong legal person, wrong country or wrong VAT treatment may be rejected even if the goods are now sitting in the French office.

Each invoice file should contain, in one place:

1. the supplier’s legal name, address and VAT identification number where applicable;
2. the precise customer name, registered-office address and “company in formation” wording where relevant;
3. the date of issue, a consecutive invoice number and the date of supply or payment of any advance;
4. a precise description of each service or item, not a vague “business expenses” line;
5. the price before tax, the VAT rate, the VAT amount and the total;
6. the currency and, for a foreign-currency invoice, the euro conversion used in the accounting records;
7. the purchase order, engagement letter, contract or email showing the French business purpose; and
8. proof of payment by the person or entity identified in the tax analysis.

Keep the original electronic invoice. If an invoice is wrong, request a credit note and a new invoice; do not edit the PDF or overwrite the supplier’s document. A French tax authority can ask for a translation of a foreign-language invoice during an audit, as Article 289 expressly allows. A foreign founder should preserve the original, a reliable translation where needed, and the explanation of the legal relationship between the foreign payer and the French company.

The invoice is only one part of the formation file. French company law offers three familiar ways to organise acts taken for a company in formation: list the acts in a statement annexed to the articles, give a sufficiently precise mandate before the act, or approve the takeover after registration. Article R. 210-5 of the Commercial Code applies to the formation of a SARL, meaning société à responsabilité limitée or limited liability company. It requires the statement of acts to identify the commitment and provides that the statement can be annexed to the articles. The official provision is at Article R. 210-5 of the French Commercial Code.

For a SAS, meaning société par actions simplifiée or simplified joint-stock company, Article R. 210-6 provides a parallel mechanism. It refers to the statement of acts made for the company in formation and explains that the articles’ annex or a sufficiently determined mandate can lead to takeover at registration. The text is available at Article R. 210-6 of the French Commercial Code. The document should name the supplier, describe the service, state the maximum commitment where relevant, identify the person authorised to sign and connect the act to the planned French activity.

A useful annex should not be a one-line list saying “all formation expenses”. It should contain an invoice or reference number, supplier, date, amount before and after VAT, currency, purpose, payer, intended accounting treatment and the proposed person entitled to claim the VAT. Include a column recording whether the cost contains French VAT, is exempt, is reverse charged, contains no tax or requires a separate refund route. That level of detail makes it possible to detect a mismatch before the first declaration.

The accounting entry should also preserve the distinction between reimbursement and deduction. If a founder advances €1,200 including €200 of VAT for an eligible service, the company’s liability to reimburse the founder is €1,200 if the act is taken over. The VAT claim is a separate €200 analysis. If the company is the correct claimant and meets the conditions, it may report €200 as deductible input VAT. If the foreign parent is the correct claimant under the facts, the French company may record an intercompany recharge or other transaction only after the VAT place-of-supply and transfer-pricing consequences have been reviewed. The books should never assume that the person owed money is automatically the person entitled to the tax deduction.

Keep evidence that the activity was real and intended: draft customer contracts, a business plan, a signed lease or domiciliation agreement, technical specifications, correspondence with suppliers, recruitment plans, a website or product development record, and the filing receipt from the French one-stop portal. This evidence is particularly important where the company has not yet made sales. It shows that the expenditure was a genuine preparation for a business and not a personal project later relabelled as corporate.

Finally, identify exclusions before compiling the claim. A registration tax, a court fee or a publication charge may have no VAT to recover. Travel, accommodation, vehicles, entertainment and mixed-use equipment can be limited by specific rules or by the coefficient of deduction. A foreign service may require reverse charge rather than French input VAT. An invoice showing an amount called “VAT” does not make that amount legally deductible if the supplier should not have charged it.

B. Which return, refund request and deadline should follow registration?

After registration, the company should obtain its tax instructions from the SIE and confirm its VAT regime before filing. Article 287 of the CGI requires a taxable person identified for VAT to submit the prescribed declaration. Under the normal real regime, the declaration is generally monthly, with statutory alternatives depending on the applicable thresholds and circumstances. The 2026 text of Article 287 of the French General Tax Code describes the declaration obligation and the treatment of new taxable persons. A founder should follow the filing form and dates assigned to the entity rather than copying a calendar used by another company.

Once the company is the correct claimant, the eligible pre-registration VAT can be included on the first appropriate return if the legal and documentary conditions are met. Where deductible VAT exceeds collected VAT, the result is a VAT credit. The credit can normally be carried forward or, subject to the conditions and minimums of the applicable procedure, made the subject of a refund request. Article 242-0 A of Annex II to the CGI states that a refund of deductible VAT which cannot be offset must be requested by the taxable person. The current article is available at Article 242-0 A of Annex II to the French General Tax Code.

The tax administration confirms that a business beginning its activity may request a refund of deductible VAT on launch expenses even before it has made taxable sales, provided the general conditions and refund procedure are satisfied. The official page is impots.gouv.fr: VAT credit refunds. “No sales yet” is therefore not the same as “no possible refund”. It is also not permission to claim every cost in the formation file. The administration still needs an eligible claimant, valid invoices, a deductible activity and a coherent declaration.

An omitted deduction has its own correction period. Article 208 of Annex II to the CGI allows, when the tax is separately recorded, an omitted deductible amount to appear on later declarations filed before 31 December of the second year following the year of omission. It also explains how an excess of deductible VAT may be carried forward or refunded. The text is at Article 208 of Annex II to the French General Tax Code. This is a statutory correction mechanism, not a reason to postpone the initial analysis. A claim should be filed by the correct taxpayer before the relevant period becomes difficult to prove.

Consider a simple example. A foreign founder’s French company is properly named on an invoice for legal work costing €1,000 before tax plus €200 French VAT. The service is directly connected with the company’s planned taxable consulting activity. The company is not under the franchise in base, the act is listed in the articles’ annex, the company pays or reimburses the €1,200, and the invoice meets the mandatory requirements. Subject to the conclusion that the French company is the VAT claimant under the facts, €200 may be reported as input VAT. If the first return has no output VAT, the company may have a €200 credit. It may carry that credit forward or request a refund under the applicable procedure; it should not treat the €200 as an automatic cash payment.

Change one fact and the answer may change. If the invoice is addressed to the foreign parent and the parent bears the cost, the parent may own the VAT right. If the cost is an official filing fee with no VAT, there is nothing to deduct. If the French company has elected or fallen within the franchise in base, the input VAT is normally a cost rather than a credit. If the legal work concerns the founder’s private immigration or home purchase, the connection with the French company’s taxable activity is not established by putting the invoice in an expense folder. If the supplier used reverse charge, the company must account for the transaction under that mechanism rather than inventing French input VAT.

The tax code is also moving through a transition. The Légifrance versions of Articles 271, 286 ter, 287 and 293 B show changes and future abrogation or replacement dates under the 2025 ordinance reforming the tax-code architecture. A filing around 1 September 2026 or 1 January 2027 should be checked against the current form, the SIE instructions and the version of the law applicable to the transaction. The transition does not remove the basic discipline: identify the claimant, retain the invoice, link the cost to taxable activity and file through the correct declaration.

Before submitting the first French VAT return, use this closing checklist:

1. Match each invoice to a supplier contract, purchase order or engagement letter.
2. Confirm that the customer named on the invoice is the person or entity claiming the VAT.
3. Confirm that the expense is connected with taxable operations opening a right to deduction.
4. Separate French VAT, foreign VAT, reverse-charge VAT, exempt charges and amounts with no VAT.
5. Check the invoice’s identity, date, description, tax rate, tax amount, currency and VAT numbers.
6. Attach the act to the statement annexed to the articles, the mandate or the post-registration takeover decision.
7. Record who paid, who will be reimbursed, and how the reimbursement appears in the accounts.
8. Confirm the French VAT regime, filing frequency and refund threshold with the SIE or the authorised tax representative.
9. Keep the original document, translation, payment proof, filing receipt and business-purpose evidence together.
10. Run a final review against Conseil d’État no. 490867 before claiming that the French company, rather than a future associate or foreign parent, owns the deduction.

The existing guide on VAT registration in France for a foreign company covers the separate question of obtaining the French VAT number and, where relevant, a tax representative. The firm’s French company-formation practice page is the broader internal hub for structure and registration. Those pages can be linked from this article because they answer different stages of the project; neither replaces the pre-registration claimant analysis explained here.

Conclusion

A French company may recover VAT connected with its launch costs, but incorporation alone does not create the right. The decisive sequence is: a genuine planned taxable activity, a valid VAT-bearing transaction, an invoice naming the correct customer, a properly documented company-law act where the purchase preceded registration, and a claim filed by the person who actually holds the VAT right.

For foreign founders, Conseil d’État no. 490867 makes the risk concrete. A French company can take over the underlying commitment and reimburse a future associate, while the VAT right may remain with the future associate that bore the tax. The result must be tested against the exact invoice, payment, group structure and activity. A clear formation annex, a precise mandate and a coherent first VAT return are therefore more valuable than a generic promise that all “pre-creation expenses” are recoverable.

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