A foreign group can own a successful brand long before it creates a French subsidiary. The French company may then need to use that brand on its website, proposals, invoices, packaging, software interface and customer support channels. The commercial objective looks simple, but the legal arrangement must separate several questions: who owns the trademark, which entity is allowed to use it in France, what products and services are covered, and what happens if the group changes its structure or faces a challenge from an earlier right holder.

The French subsidiary does not become the owner merely because its name appears on a Kbis extract or because it pays for local marketing. Kbis is the usual name for the official extract evidencing registration in the commercial register. The parent may own the trademark, while the subsidiary owns its French corporate name and operates domains or accounts under a contractual authorisation. Those rights can overlap without being identical. A written licence, a clear record of the owner’s rights and disciplined evidence of use reduce uncertainty at the point when a bank, customer, registrar, investor or opposing business asks who controls the sign.

This article explains how a foreign parent can license its brand to a French subsidiary, how the Institut national de la propriété industrielle (INPI), France’s National Institute of Industrial Property, fits into the process, and how to protect the group if the relationship ends. It focuses on practical issues for international businesses establishing or expanding a French operation. For the wider steps involved in a French corporate launch, see this French corporate formation and corporate law resource.

I. How can a French subsidiary use a foreign parent’s brand in France?

A. What is the difference between trademark ownership, the French corporate name and the licensed brand?

The starting point is to identify the sign that the customer sees and the legal right that supports it. A parent may have a registered word mark, a figurative logo, a combined word-and-logo mark, a product name, a group name or an unregistered trading sign. The French subsidiary may have a different legal name, such as a name ending in “SAS”. SAS means société par actions simplifiée, a simplified joint-stock company. The subsidiary can present itself to the market under the parent’s brand if it has a valid basis for doing so, but the corporate name and the brand remain separate assets.

Under Article L. 712-1 of the French Intellectual Property Code, “La propriété de la marque s’acquiert par l’enregistrement.” In practical terms, a French trademark owner’s title is normally built around registration. The same provision states that registration produces effects from the filing date for ten years, renewable indefinitely. A foreign parent should therefore identify the exact registration, the filing date, the current owner and the renewal status before it presents a French subsidiary as a licensee. If the parent relies only on a house mark that has never been registered in France or at European Union level, the contract should not pretend that registration protection exists.

The scope of the registered right matters. Article L. 713-1 of the French Intellectual Property Code provides that “L’enregistrement de la marque confère à son titulaire un droit de propriété sur cette marque”. The right is tied to the products and services designated in the application. A parent that owns a mark for software may not automatically have the same protection for consultancy, recruitment, medical services or physical goods. The licence should match the registered specifications and the French subsidiary’s actual activity. If the group wants to expand into another line, it should check whether a new filing or an additional class is appropriate before the launch.

The French corporate name is a different sign. Article L. 210-2 of the French Commercial Code lists the matters fixed by the articles of association and states: “La forme, la durée qui ne peut excéder quatre-vingt-dix-neuf ans, la dénomination sociale, le siège social, l’objet social et le montant du capital social sont déterminés par les statuts de la société.” The dénomination sociale is the legal name of the entity. It appears on corporate documents and supports the subsidiary’s legal identity. It does not transfer ownership of the parent’s trademark and it does not give the subsidiary an unrestricted right to use every version of the group’s branding.

This distinction should be reflected in the documents used with French customers. A contract can identify the French subsidiary by its registered corporate name while stating that it trades under a licensed brand. An invoice can show the legal entity, its registration details and the brand presentation approved by the parent. Website terms should identify the contracting entity rather than leaving the customer to assume that the foreign parent is the seller. A licence is not a substitute for proper consumer, business-to-business or regulated-sector disclosures. It is the intellectual-property permission that supports the sign.

The trade name and business sign add a further layer. The nom commercial is the name used by a business in its commercial activity. The enseigne identifies an establishment or premises. The INPI explains these distinctions in its official resource on the corporate name, trade name and business sign. A French subsidiary can use the parent’s mark as its commercial presentation while retaining a different corporate name. Conversely, it may use a local trade name that is not owned by the parent. The group should document the intended hierarchy instead of assuming that every public reference to the brand has the same legal source.

The parent’s ownership and the subsidiary’s use should also be separated in digital accounts. The parent should normally control the trademark portfolio, the master brand files and the principal domains. The subsidiary can operate a French domain, social account or local campaign account under the licence. The contract should state whether the local account is held for the parent, held by the subsidiary during the term, or transferred to the parent on request. Without that clause, a termination can leave the group arguing about administrator passwords, customer data, followers, advertising history and the right to redirect the domain.

The risk of confusion is assessed from the market context, not only from formal registration labels. In Cass. com., 10 May 2006, appeal no. 05-15.832, the commercial chamber explained that “le caractère original ou distinctif d’une dénomination sociale, d’une enseigne, ou d’un nom commercial, n’étant pas une condition du succès de l’action en concurrence déloyale”. The quoted point is narrow but useful: a group should not assume that an unregistered or ordinary-looking sign is irrelevant. The court can examine the way the sign is used, the parties’ activities and the confusion created in the relevant customer base.

Domain control illustrates the same principle. A domain name is an address and a business identifier, but it is not automatically a trademark or a corporate name. The group should record the registrar, registrant, renewal contact, transfer lock and administrator access. In Cass. com., 7 July 2004, appeal no. 02-17.416, the decision refers to “le nom de domaine utilisé par la société BVI” and to its imitation of the earlier commercial sign. The lesson for a foreign parent is practical: domain registration and brand use must be managed together, because a digital identifier can become evidence in a confusion or unfair-competition dispute.

The parent should therefore prepare a simple rights map before signing the licence:

• the exact trademark registration numbers and jurisdictions;
• the owner shown in the registry and any pending assignment;
• the French subsidiary’s corporate name and establishment details;
• the approved word, logo, colour, typography and translated versions;
• the French goods and services that the subsidiary may offer;
• the domains, social accounts, marketplaces and advertising accounts involved;
• the evidence showing that the parent has authority to grant the licence.

This map prevents a common error: a group signs a licence for a brand that is registered to a holding company, an operating company or an individual founder, while the named licensor has no documented authority. The French subsidiary may still have a commercial relationship with the group, but the intellectual-property permission becomes harder to prove. An investor, lender, acquirer or opposing party will ask for the chain of title, not merely for an organisational chart.

B. What must a foreign parent check before granting the French licence?

The first check is title. Obtain a current registry extract or portfolio report for every trademark that the French subsidiary will use. Verify the owner’s legal name, registration number, filing date, renewal date, goods and services, territory and status. If the mark is owned by an American, British, Swiss or other foreign company, identify that company precisely, including its registered office and authority of the signatory. If the owner has changed after a merger or internal transfer, update the record before relying on the mark in a French contract.

The second check is territorial coverage. A parent may hold a national mark in its home state, an European Union trade mark, an international registration designating France, or no registration that covers French use. “International” in a group name does not itself describe a territorial right. The contract should state which registration supports the French licence and whether the licence covers metropolitan France, overseas territories, or a broader region. The commercial plan may include Belgium, Luxembourg or Switzerland, but adding those territories without checking the portfolio can create an avoidable gap.

The third check is the description of goods and services. A licence for a software trademark should not silently authorise the subsidiary to use the sign for financial intermediation, medical care, legal services, education or physical products. The parent should list the permitted categories in operational language and, where possible, connect them to the registered specification. The subsidiary’s French objet social, meaning its stated corporate purpose, should be broad enough for the planned business but not used as a substitute for trademark analysis. A broad corporate purpose does not enlarge the parent’s registered mark.

The fourth check is prior rights in France. The INPI availability service is a starting point, not a clearance opinion. Run exact, similar and phonetic searches for the mark, the logo and any local adaptation. Search French company records, trademark records, domains and visible commercial use. The INPI’s resource on checking the availability of a trademark, logo, company name or domain name explains why several categories should be checked together. Preserve the date and the search terms so the parent can later show why it approved the French launch.

The fifth check is the parent’s authority over the brand assets. A marketing team may have designed the logo, but that does not answer whether a contractor, founder, distributor or former group company retains a right. Collect assignments from designers and agencies, proof of transfers following acquisitions, coexistence agreements, settlement agreements and any restrictions in a prior licence. If the mark is jointly owned, verify the rules applicable to joint ownership and obtain the necessary consents. If the parent is itself a licensee, read the upstream agreement before granting a sublicense to France.

The sixth check is quality control. A trademark licence can be commercially useful only if the customer receives a consistent product or service under the sign. The parent should have a real process for approving logos, packaging, translations, customer communications and major campaigns. The French subsidiary should know which changes require written approval and which routine uses are pre-approved. A clause that reserves quality control but is never operated may be difficult to defend as a matter of brand governance. Keep dated approvals, sample materials, complaints and corrective instructions in a shared evidence folder.

The seventh check is regulatory positioning. Some French activities require a regulated status, professional qualification, consumer information or sector-specific authorisation. A brand licence cannot make an unlicensed activity lawful. The agreement should identify compliance responsibility for advertising, product safety, data protection, employment, financial promotions and any professional rules relevant to the business. The parent should also check whether its brand presentation could cause customers to believe that the French subsidiary is the foreign parent itself. Clear contracting information reduces the risk of that misunderstanding.

The eighth check is the relationship between the licence and intra-group governance. The French subsidiary’s directors should approve the arrangement in the way required by its articles and applicable corporate rules. The parent should record its approval through the competent corporate body. The contract should identify the parties by their full legal names, not only by group abbreviations. It should state that the subsidiary is an independent legal entity and specify whether the licence is royalty-bearing, royalty-free, exclusive or non-exclusive. Pricing, transfer-pricing and accounting consequences should be reviewed separately by the group’s tax and finance advisers; the intellectual-property licence should not be left vague because the commercial price is still under discussion.

The ninth check is future change. A French subsidiary may later be sold, merged, converted from an SAS to another legal form, moved to a new registered office or placed under a different parent. The licence should say whether an internal reorganisation is permitted, whether an assignment needs consent, and whether an acquirer can continue using the brand during a transition. It should also address a change in trademark owner, a renewal failure, an invalidation action and a loss of the parent’s upstream rights. A short licence written only for the day of incorporation can become an obstacle in a financing or sale.

The final check is evidence. Before launch, preserve the signed licence, registry extracts, approvals, brand guidelines, domain records, first-use material and the list of authorised French products and services. Store versions with dates and responsible persons. This file can answer a customer’s ownership question, support an application or renewal, help defend a claim and shorten due diligence. It also makes it easier to prove that the subsidiary stayed within the licence rather than using the parent’s brand informally.

II. How should the licence, INPI record and domain evidence be secured?

A. Which clauses should the brand licence contain for a French subsidiary?

The parties and authority clause should come first. Name the foreign parent, the French subsidiary, their registration jurisdictions, registered offices and signatories. Identify the trademark registrations and any unregistered assets covered by the agreement. State that the parent owns, or is authorised to license, the listed rights. If the parent owns several marks, attach a schedule rather than referring to “the group brand” in general terms. The schedule should be updated when a new logo, product mark or French registration is added.

The grant clause should describe the permission precisely. It should state whether the licence is exclusive, sole or non-exclusive, and whether the parent reserves the right to use the mark itself and to license other entities. “Exclusive in France” can mean different things unless the agreement states whether the parent is also excluded from direct sales, whether other group entities may use the mark, and whether distributors receive a right to display it. The clause should identify the territory, the permitted products and services, the channels, and whether the subsidiary may use the sign in a translated or adapted form.

Article L. 714-1 of the French Intellectual Property Code expressly permits a licence and refers to “une concession de licence d’exploitation exclusive ou non exclusive”. The same provision allows rights to be transferred in whole or in part and makes the licensee’s position sensitive to limits on duration, form of use, products or services, territory and quality. Those limits should not be left to a brand manual alone. Put the essential permission in the agreement and use the manual to govern execution.

The permitted-use clause should list the places where the mark can appear: websites, domains, applications, proposals, invoices, premises, uniforms, packaging, software, customer portals, trade fairs, social-media accounts, paid advertising and press material. State whether the subsidiary can combine the mark with its own corporate name, a local descriptor or a product name. Set rules for translations, accents, pronunciation and logo clear space. If the parent has a group endorsement line, explain when the French entity must use it and when it must identify itself as the contracting company.

The quality and approval clause should be operational. Identify the parent team or system responsible for approvals, the turnaround time, the materials requiring prior approval and the remedy when a use is non-compliant. Routine templates can be pre-approved, while a new campaign, packaging line, partnership or high-risk claim can require review. The parent should be able to inspect representative materials and request correction within a reasonable period. The subsidiary should retain evidence of approvals and not treat silence from an overloaded marketing team as unlimited consent.

The trademark maintenance and enforcement clause should allocate tasks. The parent normally controls applications, renewals, oppositions and infringement strategy because it owns the mark. The subsidiary should promptly report confusing uses, counterfeit products, misleading domains and threats. State whether the subsidiary may send a notice, request a platform takedown, join proceedings or act only after written authority. The group should decide who pays for monitoring and litigation. A French licensee that discovers a serious infringement should not have to guess whether a notice to the alleged infringer is authorised.

Registration of the licence is a separate but important step. Article L. 714-7 of the French Intellectual Property Code states: “Toute transmission ou modification des droits attachés à une marque doit, pour être opposable aux tiers, être inscrite au Registre national des marques.” In other words, recordal at the National Trademark Register can make the licence or other change opposable to third parties. The contract can bind the parent and subsidiary before recordal, but the group should not confuse private validity with the public effect of an entry in the register.

The same provision addresses the licensee’s ability to intervene in proceedings where the licence has not been recorded, subject to the statutory conditions. The practical approach is to prepare the recordal information at signature: the parties, the affected marks, the nature of the licence, the territory and the dates. The group should check the current INPI filing procedure and required documents before submission. A foreign-language agreement may need a suitable French version or translation for the administrative file. Keep proof of submission and the resulting register entry with the signed contract.

The financial clause should identify any royalty or other consideration, the calculation period, invoicing, currency, withholding-tax treatment, audit rights and expenses. The licence can be royalty-free, but the document should say so. A French subsidiary should not pay an unexplained “brand fee” under a marketing invoice while the parent later claims that no licence existed. The financial terms also need to align with the group’s accounting and tax documentation. The legal purpose of the clause is to show what the parties agreed; it is not a substitute for independent tax advice.

The digital-assets clause deserves the same care as the trademark schedule. Identify each French domain, registrar account, social-media profile, app-store entry, marketplace account and paid-search account. State who owns the account, who administers it, who pays renewal and what happens on termination. Require the subsidiary to maintain secure access and the parent to retain a recovery route. If a domain is registered in the subsidiary’s name for operational reasons, the contract can still define the parent’s rights to the brand and the transfer mechanics. Include a prohibition on transferring the domain or handle to a third party without consent.

The term and termination clauses should distinguish the trademark right from the corporate relationship. The licence can run for a defined period, renew automatically or continue while the French subsidiary belongs to the group. Set events that permit termination, such as serious quality failure, non-payment, unauthorised sublicensing, insolvency, loss of upstream rights or a challenge that makes continued use unsafe. A termination notice should identify the cure period where a breach can be remedied. Immediate termination may be justified for a counterfeit risk or a regulatory issue, but the agreement should not leave the transition entirely undefined.

The post-termination clause should be detailed enough to operate on a Monday morning. It should cover the removal of the mark from websites, domains, documents, packaging, premises, vehicles, software, customer portals and social accounts. It should explain whether existing stock can be sold, whether customer contracts can be completed, whether the subsidiary can redirect a domain, and how customer support will describe the change. Require the return or deletion of brand files and confidential material, while preserving records needed for legal, tax and accounting obligations. Allocate responsibility for public announcements so the market is not given contradictory messages.

The warranty, indemnity and dispute clauses should reflect the actual risk. The parent may warrant that it owns the listed registrations or has authority to license them, but it should not promise that no third party will ever challenge the mark. The subsidiary should warrant that it will remain within the agreed scope and comply with approved quality standards. The parties can allocate the costs of a claim, subject to negotiated limits and exclusions. Choose governing law and a dispute forum carefully. The agreement should also address notices, confidentiality, data protection, audit, insurance and the language that prevails if the French and English versions differ.

Before execution, ask whether a French customer or court could understand the arrangement from the available documents. The licence, Kbis, website terms, invoice, trademark register and domain record should tell a consistent story: the parent owns the brand, the French subsidiary is authorised to use it for defined activities, and the subsidiary remains the contracting entity for its own business. That consistency is often more valuable than a long document full of undefined group terminology.

B. What should the group do if the brand is challenged or the French company changes?

If another business objects, the first action is evidence preservation, not an improvised admission. Save the objection, the date received, the sign relied on, the products or services identified, the territory, the sender’s claimed rights and the demanded remedy. Freeze the relevant web pages, advertisements, customer communications and domain records. Ask the parent and subsidiary to use one coordinated response channel. A local employee should not concede ownership, promise a rebrand or transfer a domain before the group has compared the rights.

The legal analysis should compare the signs, the rights, the activities, the dates and the actual customer journey. Article L. 713-2 of the French Intellectual Property Code addresses prohibited use of an identical or similar sign where the statutory conditions include “un risque de confusion incluant le risque d’association du signe avec la marque”. The comparison is not limited to the word in isolation. Consider pronunciation, visual presentation, meaning, the goods and services, distribution channels, customer attention and the likelihood that the public will believe the companies are connected.

The parent should confirm that the French subsidiary’s use is within the licence. Check the exact logo, product description, domain, language, packaging and advertising claim that triggered the objection. An otherwise defensible brand can create a new issue when the subsidiary adds a product name or uses the mark outside the permitted class. If the use is outside scope, suspend or correct it while the group assesses the wider dispute. If the use is within scope, the parent should decide whether it will respond directly, provide a letter of authority or join the defence.

The remedies can differ. A warning may be resolved through a coexistence agreement, a narrowed product description, a geographic limitation, a domain change or a written undertaking. A trademark dispute may involve opposition, invalidity, infringement or cancellation issues. A commercial-sign dispute may focus on prior use and confusion. Article L. 716-4 of the French Intellectual Property Code provides a statutory framework for infringement proceedings and begins with “Est irrecevable toute action en contrefaçon engagée par le titulaire d’une marque”. The exact procedural position depends on the claim and the parties’ standing; the group should not assume that a licence alone answers every admissibility question.

The parent should also review the licence recordal. If the agreement or a later amendment has not been entered in the National Trademark Register, consider whether recordal will improve the subsidiary’s position against third parties and support its procedural role. If the trademark owner has changed, update the portfolio and the recordal chain. A French subsidiary that presents an outdated licence may have difficulty explaining its authority to a registrar, platform or court.

An internal reorganisation creates a similar need for disciplined documentation. If the parent transfers the mark to another group company, the licence should either follow the transfer or be replaced. The transfer instrument should identify the French rights and the ongoing licences. If the French subsidiary is sold to a third party, the parent must decide whether the brand is part of the deal, whether a transitional licence will apply, and whether the subsidiary may keep the domain while it changes its name. If the subsidiary changes its own corporate name, it should update the Kbis-related material, customer documents and public registrations without suggesting that the trademark owner has changed.

If the trademark is renewed, expanded, challenged or abandoned, update the schedule. The subsidiary should not continue using a logo that the parent has withdrawn from the portfolio without a replacement permission. If the group launches a new mark, execute a short amendment or a new licence before the French campaign starts. A brand guideline cannot repair a missing grant of rights. The document trail should show when the new mark was approved, who owns it and which French company may use it.

Domain transitions require their own checklist. Confirm the registrar account, transfer authorisation, renewal date, DNS control, email addresses, certificates, redirect rules and customer-facing pages. If the parent is taking control after termination, plan the transfer without interrupting business-critical email or authentication services. If the subsidiary is allowed to retain a domain temporarily, define the deadline and the permitted message. Remove old logos from cached pages and downloadable material where practical, while keeping a defensible archive of what was published and when.

The group should communicate with customers precisely. The French subsidiary may say that it is now operating under a new name or that a service is provided by a different entity. It should not say that the parent has transferred trademark ownership unless an assignment occurred. Contract amendments, invoices and privacy notices should identify the correct legal entity. A customer who sees the same mark, the same domain and a new contracting entity needs an explanation that is accurate, not marketing shorthand.

Civil liability can be relevant where conduct causes loss through a fault. Article 1240 of the French Civil Code states: “Tout fait quelconque de l’homme, qui cause à autrui un dommage, oblige celui par la faute duquel il est arrivé à le réparer.” The provision is not a complete test for every brand dispute, but it explains why careless communications, misleading domain use, unauthorised expansion or abrupt removal of a partner’s access can create exposure beyond the registration question. Keep the operational response aligned with the rights analysis.

The group should perform a post-launch audit at regular intervals. Compare the French subsidiary’s live uses with the licence schedule, review new products and campaigns, test domain ownership and administrator access, confirm renewals, check quality approvals and record any third-party complaints. The audit can be short, but it should produce a dated result and an action owner. A quarterly or event-driven review is particularly useful after a new product launch, funding round, acquisition, director change, country expansion or rebranding exercise.

For a foreign founder, the most reliable decision rule is simple: the French subsidiary should never use the parent’s brand solely because everyone in the group understands the relationship. It should use the sign because the owner has granted a documented permission that matches the French activity, the register and the digital assets. If the group can show the owner, the right, the scope, the approval and the exit plan, it is in a much stronger position when the business opens its bank account, signs its first French contract or responds to a challenge.

Conclusion

A foreign parent can license its trademark to a French subsidiary, but the licence should be treated as a real intellectual-property and governance instrument. The parent’s registration, the French subsidiary’s dénomination sociale, any nom commercial, the domains and the customer-facing brand are different layers. A Kbis extract proves the subsidiary’s registration; it does not prove that the subsidiary owns the parent’s mark.

Before launch, verify title, territorial coverage, goods and services, prior French use, domain control and the parent’s authority. Then document the grant, quality rules, enforcement process, recordal strategy, digital assets, financial terms and termination steps. The INPI search and National Trademark Register are important evidence, while the published case law shows why confusion and real-world use matter. If the group later changes ownership, structure or brand, update the licence and the public evidence together.

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Arrange a telephone consultation within 48 hours with a lawyer from the firm to review the foreign parent’s trademark, the French subsidiary’s intended use and the licence documentation.

The firm can identify the immediate filing, contract, domain and evidence steps for your French launch. Call Maître Reda Kohen at +33 6 46 60 58 22 or use the contact form.