For a founder living outside France, the practical difficulty is often not deciding whether to create a French company. It is getting a creation, modification, document deposit or cessation filing accepted while the people who must provide information and signatures are abroad. The answer is yes: a foreign founder can usually appoint a proxy, known in French as a mandataire, to prepare and submit a French company filing. The proxy does not become the company’s director, shareholder or beneficial owner. The proxy acts in the founder’s name and within the authority given in the mandate.
Since 1 January 2023, the French one-stop shop for company formalities, the Guichet unique, has been the central online route for company creation, changes and cessation. The French National Institute of Industrial Property, or INPI, operates the relevant electronic process. A foreign founder therefore needs more than a signed letter saying “please handle this”. The file must connect the correct person, company, authority, identity documents, electronic account and signature route. The Kbis, the official extract showing a company’s registration, will only be useful if the underlying filing is accurate.
The safest approach is to define the mandate around one identified filing, or around a clearly limited series of filings, then keep evidence of the mandate, uploaded documents, payments, notifications and final registry record. This article explains when a proxy can act, what the mandate should cover, which documents a foreign founder should prepare, how signatures work, and what to do when the INPI portal requests a correction.
I. Can a foreign founder use a mandataire for a French company filing?
A. What French law allows a proxy to do
The French legal concept is a mandate, or mandat. The founder or company representative who gives the authority is the mandant. The person who receives it is the mandataire. Article 1984 of the French Civil Code describes the arrangement as follows: “Le mandat ou procuration est un acte par lequel une personne donne à une autre le pouvoir”. The important point is that the proxy receives a power to act for another person and in that person’s name. The proxy is not automatically granted an independent position in the company.
The official text is deliberately flexible about the form of the authority. Article 1985 of the French Civil Code states: “Le mandat peut être donné par acte authentique ou par acte sous seing privé”. In practice, the Guichet unique requires an electronic copy of the mandate when a third party makes the declaration. A private written mandate signed by the relevant person can therefore be the normal starting point, while a notarial instrument may be appropriate for a more sensitive transaction or where the receiving authority requires a specific form.
The administrative sources use the same distinction. Service Public Entreprendre explains that the business owner may give the task to any other person by preparing a mandate, and that a copy must be transmitted when the formality is completed. The official Guichet unique guidance defines a mandataire as a person holding a mandate to carry out the company’s formalities for and in the name of the declarant. A foreign founder may therefore appoint a French lawyer, accountant, formalities professional, notary or another trusted person, provided the mandate and identity evidence are properly recorded.
This is different from a délégataire. A délégataire is an employee of the company who has received a delegation from the business owner. The official portal expects that employee to have the independence, competence and authority needed for the task. A foreign founder who instructs an external professional is normally using a mandate, not an employee delegation. Confusing the two can result in the wrong evidence being uploaded or the wrong status being selected in the portal.
The mandate can be issued for a single filing or for several filings. The INPI’s official FAQ states that a separate mandate is not required for every formality and that a global power may be valid for three years. That does not mean that a vague, unlimited power is always wise. A foreign group may have several French entities, different directors and different filing risks. The written authority should identify the company, the person giving the authority, the proxy, the relevant formalities, the period, the right to receive portal notifications and the limits on any correction or additional document.
The mandate also needs to be read with Article 1988 of the French Civil Code, which provides: “Le mandat conçu en termes généraux n’embrasse que les actes d’administration”. A general filing mandate is suitable for administrative steps such as entering information, uploading documents, answering a request for regularisation and monitoring a dashboard. It should not silently be treated as authority to sell assets, transfer shares, amend an economic agreement or make a governance decision that the founder did not identify.
The person giving the authority remains central to the filing. The proxy may type the information and transmit the documents, but the founder or legal representative remains responsible for ensuring that the facts are true, the corporate decision exists and the supporting documents match the declaration. A filing proxy is not a substitute for deciding the company’s activity, registered office, share capital, director, beneficial owners or tax position. Those choices must be made by the persons who have authority under the company’s constitution and the law.
French case law illustrates why the scope matters. In its decision of 26 January 1999, no. 96-21.192, the First Civil Chamber held that, in a case of excess authority, “en cas de dépassement de mandat, le mandant demeure tenu pour ce qui a été exécuté conformément au mandat”. The official Cour de cassation decision is a useful warning for a founder: a proxy’s excess action does not necessarily undo the part that was correctly authorised, and it does not make the limits of the mandate irrelevant.
The legal consequences are also reflected in Article 1998 of the French Civil Code: “Le mandant est tenu d’exécuter les engagements contractés par le mandataire, conformément au pouvoir qui lui a été donné.” The same provision deals with acts beyond the authority where the principal later ratifies them. A sensible internal policy is therefore to require the proxy to obtain written approval before changing the filing’s legal substance, even if the portal technically permits the change.
The company should keep a copy of the mandate separately from the documents uploaded to the Guichet unique. The archive should include the signed version, the date and method of signature, the identity document of the signatory, the proxy’s identity evidence, the relevant corporate resolution and the final submission summary. This helps if an authority later asks why a third party submitted the filing, or if the founder needs to prove that a change was made without authority.
B. Which filings can be covered, and where the authority stops
A mandate can normally cover the practical work required for a French company creation: completing the online questionnaire, uploading the articles of association, providing registered-office evidence, entering the directors and shareholders, reporting the beneficial owners, submitting the capital-deposit evidence when requested, paying the applicable fee and tracking the application. It can also cover a modification, such as a change of registered office, director, company activity, name or beneficial-owner information. A cessation or dissolution filing can be prepared by a proxy as well, but the corporate decision authorising it must exist before the electronic declaration is made.
The authority should be specific about the kind of filing. “All company matters” is less useful than “creation of [company name], filing of its articles and beneficial-owner declaration, correction of information requested by the competent authority, and receipt of portal notifications”. For a modification, identify the exact change and the date of the corporate decision. For a document deposit, state whether the proxy may upload the approved document only or may also select a confidentiality option, answer a query and submit a correction.
The distinction is important because a French company filing may involve several institutions. The INPI portal receives the declaration. The National Institute of Statistics and Economic Studies, known as INSEE, uses certain information for identification. The commercial registry, or RCS (Registre du commerce et des sociétés), records companies carrying out commercial activities. The RNE (Registre national des entreprises) is the national register of enterprises. The greffe is the clerk’s office of the relevant commercial court. The greffe may issue the Kbis after registration. The BODACC, the official bulletin for civil and commercial announcements, may publish notices where the law requires it. A proxy can coordinate these steps, but each authority may assess a different part of the file.
The proxy should not use the mandate to invent an address, describe an activity that the company will not carry out, conceal a beneficial owner or sign a corporate resolution that the founder has not approved. A formality can be corrected, rejected or referred to another authority when the information is incomplete or inconsistent. The proxy’s convenience does not reduce the founder’s duty to supply reliable information.
Nor should a filing mandate be confused with a mandate to dispose of company property or rights. If the assignment includes a share transfer, a sale of a business, a real-estate transaction or another act of ownership, it needs its own analysis and expressly drafted authority. The Commercial Chamber’s decision of 11 March 2014, no. 12-22.877, records the principle in the words “tout mandat de vente doit être exprès”. That decision concerned the limits of a general management mandate in relation to the transfer of company interests; it should not be stretched into a rule that every routine INPI submission requires a notarial power. It does show why a filing proxy must not be allowed to cross from administrative submission into a transaction without express authority.
The proxy has a reporting duty. Article 1993 of the French Civil Code states: “Tout mandataire est tenu de rendre compte de sa gestion”. For a foreign founder, a meaningful report is more than a screenshot saying “submitted”. It should state the filing type, submission date, tracking number, documents sent, fees paid, status shown on the dashboard, questions received, corrections made and final result. It should also disclose any document the authority rejected or any statement the proxy was unable to verify.
The First Civil Chamber applied this logic in its decision of 17 December 2008, no. 07-17.774, referring to the situation in which an administrator was required to account to the relevant co-owners. The official decision’s reasoning includes the words “il doit donc rendre compte à chacun d’eux”. The dispute was not an INPI filing, but the principle is practical: when one person acts through a mandate for people or an entity with an interest in the result, the record of what was done matters.
The proxy is also entitled to recover properly incurred advances and fees when the mandate provides for them. Article 1999 of the French Civil Code begins: “Le mandant doit rembourser au mandataire les avances et frais”. The engagement letter should separate official filing fees, translation or legalisation costs, courier costs and professional fees. It should say whether the proxy may incur an urgent cost without further approval, and who bears the cost if the filing is rejected because the founder supplied an incomplete document.
The mandate should also define communication rules. A good clause allows the proxy to receive INPI notifications and pass them to the founder within a stated period, but does not allow the proxy to accept a material change without approval. The founder should nominate a second contact in the group, retain access to copies of all messages and agree the language in which explanations will be provided. This is particularly important when a rejection notice gives a limited period for regularisation.
Finally, the mandate should say whether it ends when the filing is validated, when the Kbis is issued, at the end of a fixed period or on written revocation. A continuing power may be useful for a group with repeated filings, but a company should maintain a register of current mandates so that a former adviser cannot continue to appear as an authorised declarant months later.
II. How should a foreign founder appoint and supervise the proxy?
A. Which identity, corporate and signature documents are needed
Start with a document map, not with the online form. The map should identify the filing and every person whose identity or authority will be tested. For a new company, that normally includes the proposed company name, legal form, registered office, activity, share capital, shareholders, director or directors and beneficial owners. For an existing company, add the current registration information, the company number, the planned change and the corporate decision approving it.
For each foreign individual, prepare a current passport or national identity document, the person’s full legal name as it appears on the document, date and place of birth, nationality, address and contact details. Use one consistent transliteration. A variation between the mandate, articles, identity document and portal data can trigger a request for regularisation. Where the portal asks for an address or proof of residence, provide the document requested for that person and do not substitute a corporate registered-office document.
For a foreign company shareholder or parent, prepare a current registry extract or equivalent certificate, the constitutional document, evidence of the legal representative’s authority and, where needed, the chain leading to the natural person who must be declared as a beneficial owner. A foreign certificate may need a certified French translation, an apostille or another legalisation route depending on the issuing country and the particular filing. A proxy can upload a document, but cannot make an uncertified translation or missing legalisation disappear.
For the French company, prepare the signed articles of association, registered-office evidence, the capital-deposit certificate if applicable, the appointment decision for the director, the beneficial-owner information and any required statement about a regulated activity. If the filing changes the director, include the appointment or resignation decision and the new director’s identity documents. If it changes the activity or registered office, make sure the corporate decision, the articles and the online declaration tell the same story.
The mandate itself should be a separate, readable document. It should identify the mandant by name, capacity and address; identify the company by legal name and registration number if it already has one; identify the mandataire by full name, professional address and, where relevant, firm; describe the formalities covered; authorise the submission and correction of those formalities; state whether the proxy may pay fees; set the duration; identify the communication channel; and state the governing language or the method for resolving a discrepancy between language versions.
If the company has several directors or joint signatories, verify who may give the mandate. The portal’s acceptance of a signed PDF does not cure an internal lack of authority. Keep the corporate resolution authorising the filing and the mandate signed by the person who can represent the company for that decision. A shareholder may be able to appoint a proxy for a shareholder act without being authorised to appoint a proxy for the company itself. The two capacities must not be merged.
INPI’s FAQ gives a useful practical requirement for a professional mandataire: the professional creates a personal account, identifies that status at the end of the formality, inserts the signed power of attorney and provides an identity document with the required declaration of conformity, date and signature. The INPI instructions on being mandated by a client should be checked again when the file is prepared because the portal may adjust its fields or document requirements.
Do not share the founder’s login credentials with the proxy. The official Guichet unique guidance says that each declarant creates a personal account on first connection. A personal account creates a trace of who carried out the formality. Sharing a password makes the trace unreliable, complicates a later challenge and may prevent the founder from seeing which person accepted a correction or submitted the final declaration.
Signature deserves separate treatment. According to the official Guichet unique signature instructions, a creation filing uses a simple signature generated by the portal when the declarant clicks the relevant button. A modification or cessation filing requires either strong authentication with FranceConnect+, a French public-service identity solution, followed by a simple signature, or an advanced electronic certificate. The INPI guidance on the Guichet unique account and mandate should be read alongside the signature instructions. FranceConnect+ may be difficult for a founder living abroad who has no eligible French digital identity. The proxy and founder should decide early whether the proxy can use an accepted certificate or whether the founder must complete the authentication step personally.
The mandate should therefore address the signature stage explicitly. It may authorise the proxy to prepare, submit and sign the formality where the portal and the underlying corporate authority allow it. It should also state that the proxy must stop and ask for instructions if the portal requests a signature level the proxy cannot lawfully provide. A signed mandate is not itself an electronic signature certificate, and a PDF image of a signature should not be described as a qualified or advanced signature unless it meets the relevant technical standard.
The same discipline applies to payments and notifications. The proxy may be authorised to pay an INPI or registry fee from a stated account or only to notify the founder that payment is due. The founder should receive the payment receipt and the final submission summary. The portal’s dashboard should be checked until the status is validated, not only until the form has been uploaded.
B. What the cross-border filing workflow should look like
An efficient workflow has seven stages. First, classify the filing. Is it a creation, modification, cessation, deposit of accounts or deposit of another document? Is a corporate decision required? Does the filing affect the RCS, the RNE, beneficial-owner information, tax registrations or an establishment? The answer determines which documents and which signature route will be requested.
Second, test the authority before drafting. Confirm who may represent the company, whether the decision has been approved, whether several signatures are required and whether the intended proxy is an external mandataire or an employee délégataire. Make a short authority matrix: action, decision-maker, proxy power, document proving authority, signature needed and final evidence to archive. This prevents a proxy from receiving an apparently broad instruction that cannot be reconciled with the articles or the company’s governance rules.
Third, prepare and review the document package outside the portal. Check names, dates, addresses, company numbers, activity descriptions, shareholdings and beneficial-owner information. Open every PDF, confirm that it is legible, verify that it is the final signed version and check whether translation or legalisation is needed. Foreign founders often lose time because the portal submission is started before the parent company’s registry certificate or the director’s identity document is ready.
Fourth, have the mandant sign the mandate and the corporate documents in the correct capacity. The proxy should keep the signed originals or reliable electronic evidence. If the signature platform provides an audit trail, archive it with the mandate. If a foreign document is signed before a notary or requires an apostille, preserve the certificate and its translation as a single evidence package so that the receiving authority can follow the chain.
Fifth, the proxy creates or uses the proxy’s own personal Guichet unique account, selects the correct filing type and identifies the mandataire status. The proxy should enter only information supported by the approved package. Where a field is unclear, record the question rather than guessing. The submission should be reviewed by the foreign founder or an authorised internal reviewer before final validation, even when the proxy is responsible for the technical completion.
Sixth, handle signature, payment and submission in the correct order. For a creation, the portal’s simple signature process may be sufficient. For a modification or cessation, confirm whether FranceConnect+ or an advanced certificate is available before the final step. After payment, save the receipt. After signature, save the final summary and tracking number. The official portal warns that a signed formality is no longer freely modifiable; if an error is discovered, the route may be a request to the competent authority or a new modification filing rather than an edit in the original draft.
Seventh, monitor the status and respond to regularisation. The INPI dashboard distinguishes filings waiting for signature, payment, regularisation, validation and rejected filings. A request for regularisation should be treated as a new legal review: identify the exact missing or inconsistent item, prepare the replacement document, record who approved the correction and submit it before the stated deadline. The proxy’s report should distinguish what the authority requested from what the proxy decided to do.
The following matrix gives a practical allocation of responsibility:
| Stage | Foreign founder or company | Proxy | Evidence to keep |
|---|---|---|---|
| Corporate choice | Approves the activity, structure, directors and ownership | Checks consistency and flags missing authority | Resolution, final articles and ownership chart |
| Mandate | Signs within the correct capacity | Confirms scope, duration and limits | Signed mandate and identity evidence |
| Portal preparation | Reviews material information | Creates the personal account and enters data | Draft summary and document list |
| Signature and payment | Provides any required authentication or approval | Uses the permitted signature route and pays only if authorised | Signature record, receipt and submission number |
| Regularisation | Approves any substantive correction | Uploads the response and reports the change | Request, corrected document and response |
| Completion | Checks the registered information | Downloads the final summary and Kbis when available | Final RNE/RCS record, Kbis and closing report |
The final check should compare the published registry information with the approved documents. Verify the company name, legal form, registered office, directors, activity and beneficial-owner record. The Kbis is not a substitute for reading the underlying articles: it is an official extract of registration information, while governance rights and restrictions may remain in the articles, shareholder agreement or corporate decisions. If a director, address or activity is wrong, contact the competent authority promptly rather than assuming that a future filing will silently repair the error.
If the proxy’s appointment is no longer appropriate, revoke it in writing and notify the relevant portal or authority where necessary. Article 2003 of the French Civil Code provides: “Le mandat finit : Par la révocation du mandataire”. Article 2004 adds: “Le mandant peut révoquer sa procuration quand bon lui semble”. The company should then remove the former proxy’s access, retrieve any original power, notify internal contacts and document the date from which the former proxy may no longer act.
Revocation should be managed as a filing event, not only as an email exchange. If a formal application is pending, the founder should ask the proxy for the tracking number and contact details of the competent authority. If a new proxy is appointed, the new mandate should say whether it replaces the old one. If the former proxy has already submitted an act beyond authority, obtain legal advice on ratification, correction, withdrawal or a new filing. Article 1998 may make a ratified act binding, while the absence of authority can create a dispute that a simple portal correction will not resolve.
A founder should also plan for the possibility that the portal rejects an uploaded document because of its format, translation, signature, identity or legalisation. The response should preserve the original rejection message, explain the correction in English to the business team, and provide the French document or certified translation requested by the authority. It is usually better to correct the precise defect than to resubmit the entire file with unexplained changes, because unexplained changes can create a second inconsistency.
The cross-border mandate works best when the proxy is treated as an accountable filing operator, not as a substitute director. The founder keeps the business and legal decisions; the proxy manages the administrative route, records every action and stops when a decision exceeds the agreed authority. This division is clear to the INPI, the greffe, the company’s bank, the tax administration and the internal governance team.
Conclusion
A foreign founder can appoint a proxy for a French company filing, and the French Guichet unique expressly accommodates a mandataire. The appointment should be documented as a written mandate, supported by identity and corporate authority evidence, and connected to the proxy’s personal portal account. It should identify the exact creation, modification, cessation or document-deposit tasks covered, along with the right to correct information, receive notifications, pay fees and complete the permitted signature step.
The critical limits are equally important. A filing mandate does not transfer the founder’s ownership, director status or responsibility for the truth of the declaration. A general administrative power does not automatically authorise a share sale or another disposal act. Modification and cessation filings can require FranceConnect+ or an advanced electronic certificate, and a signed mandate does not itself solve that technical requirement. The founder should approve the material information, keep the full evidence file and review the final RNE, RCS and Kbis information.
For a group establishing or operating a French subsidiary, the practical objective is a traceable chain from corporate decision, to mandate, to portal account, to signature, to final registry record. A carefully drafted mandate and a written reporting process reduce rejection risk while allowing the people who run the business abroad to keep control of the decisions that matter.
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