Yes, a foreign company can generally hold 100% of a French simplified joint-stock company, known in French as a société par actions simplifiée or SAS. With one shareholder, the vehicle is a SASU, meaning a one-member SAS. The foreign parent can therefore become the sole shareholder of a French subsidiary without first moving its directors or shareholders to France. That answer, however, does not mean that the incorporation file is simple or that a branch and a subsidiary are interchangeable.

The practical difficulty is evidential. The French registrar, the bank and the French anti-money-laundering system must be able to connect the foreign legal entity to a real decision-maker, a valid power to invest, the funds deposited as capital and the natural persons who ultimately control the group. The official company extract issued after registration is a Kbis, the registry document that identifies the French company. The filing is made through the INPI, the French National Institute of Industrial Property, acting as the online single filing portal. A foreign parent also needs a careful plan for translations, authentication, beneficial-owner information, the registered office, the first contracts and any regulated activity.

This article answers the ownership question first, then sets out the document and filing sequence. It distinguishes the foreign company as shareholder from a foreign company or individual acting as president, explains why a 100% subsidiary is normally a SASU, and identifies the points at which a file is most often delayed. The analysis is designed for a founder, group counsel or finance team setting up a French operating company from abroad. It does not replace a review of the parent’s constitutional documents, the target activity and the current French investment-screening rules.

I. Can a foreign company own 100% of a French SAS?

A. Is a French SASU available to a foreign corporate shareholder?

The short answer is yes in the ordinary case. The French Commercial Code does not make French nationality a condition for subscribing for shares in an SAS. Article L.227-1 of the Commercial Code describes the form in deliberately broad terms: “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes”. In English, that means that an SAS may be established by one or more persons. A “person” in French company law can be a natural person or a legal person, including a company incorporated outside France.

Where the foreign company is the only shareholder, the French company is a SASU. The distinction matters for the articles of association, shareholder decisions and the filing presentation, but it does not create a separate limited-liability regime. The French vehicle remains a French legal person once registered. Its sole shareholder owns the shares; it does not own the French company’s contracts, bank account or assets in the same way that it owns an asset on its own balance sheet.

Article L.210-6 of the Commercial Code states that “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés”. The legal personality starts on registration with the Register of Commerce and Companies, or RCS. This is why the future subsidiary should not be presented as already existing before it has been registered. The foreign parent can sign certain documents for the company “in formation”, but the documents must be structured so that the registered company can validly take them over.

The relevant question is therefore not whether the foreign parent is allowed to own the shares in the abstract. It is whether the file proves all of the following:

• the foreign shareholder exists and is in good standing under the law of its country;
• the person signing the subscription and incorporation documents has authority to bind it;
• the French company has a valid registered office, articles, capital and management body;
• the ultimate beneficial owners can be identified through the ownership chain; and
• the activity is not subject to a prior licence, professional qualification or foreign-investment authorisation.

The public administrative checklist for an SAS or SASU is a useful starting point, but it should not be mistaken for a complete foreign-parent checklist. The official Service-Public information on creating an SAS describes the single filing route and the supporting documents for a legal-person director, including an existence document and, where relevant, translated constitutional documents. The INPI SASU procedure confirms that the creation process is completed through the secure online formalities system. Those sources are administrative guidance; the parent’s own corporate law still determines whether its board, members or officers must approve the investment.

There are two important limits to the general answer. First, a French subsidiary cannot be used to bypass a licence or authorisation required for its business. A financial, defence, security, health, transport, energy, media or other regulated activity may have additional rules. Second, some investments by non-French investors in activities regarded as sensitive require an authorisation from the French economy ministry. Article L.151-3 of the Monetary and Financial Code provides that “Sont soumis à autorisation préalable du ministre chargé de l’économie les investissements étrangers dans une activité en France” in the categories defined by the Code and implementing regulations. That is a sector test, not a general prohibition on a foreign company holding a French SAS. The target activity and the investor’s route into the investment should be screened before signing binding commitments.

A subsidiary is also different from a branch. A branch is an establishment of the foreign company, without a new shareholder layer. A SASU is a separate French company whose shareholder is the foreign company. The choice affects liability analysis, accounting, financing, the registration evidence and how counterparties read the group structure. A foreign parent considering both options can compare them in the related guide on branch or subsidiary in France, but it should not treat a branch filing as a shortcut for the documents required to form a wholly owned SASU.

This question sits within the broader French company formation and business-in-France hub. The hub can be used for the connected decisions on tax, banking, employees and the legal calendar, while this article focuses on the foreign corporate shareholder and its evidence file.

Finally, 100% ownership does not mean that the French subsidiary can be left without a functioning management structure. The articles must identify the president and, if used, other officers or bodies. The company also needs a registered office in France. A non-resident shareholder may be able to own the company while the parent’s officers remain abroad, but the operational address, management arrangements, banking and tax administration must still be credible and usable.

B. What is the difference between owning the shares and directing the French company?

The foreign parent’s first role is shareholder. It subscribes for or acquires the shares, votes on matters reserved to the shareholder and receives dividends if the statutory and accounting conditions are met. The president’s role is different: the president represents the French SAS toward third parties and exercises the powers allocated by law and the articles. Article L.227-6 says, in exact terms, “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts”. The shareholding resolution and the president’s appointment should therefore be separate decisions, even when the same group controls both.

A legal person may itself be appointed president, depending on the structure and the articles. That choice creates an additional evidence chain. The foreign corporate president must identify the natural person who acts through it, show the corporate authority for that appointment and maintain a clear record of who can sign on behalf of the French company. Article L.227-7 provides that “les dirigeants de ladite personne morale sont soumis aux mêmes conditions et obligations”. That rule concerns the conditions, obligations and liabilities attached to the directors of the legal person appointed as president. It is not a reason to blur the foreign parent’s shareholder status with the French company’s management.

The Court of Cassation considered a similar question in a decision of 19 January 2022, Commercial Chamber, no. 20-14.089. In a case about the consequences of a statutory requirement concerning the permanent representative of a corporate president, the Court stated: “aucune nullité ne peut résulter du non respect d’une telle disposition”. The official decision is available on Cour de cassation, 19 January 2022, no. 20-14.089. The point is narrow: the consequences of a defective representative arrangement must be analysed under the applicable rule; it does not remove the need for a properly documented appointment or make every corporate-signature problem harmless.

In practice, many groups prefer a natural-person president who has a clear mandate and the ability to deal with the bank, tax office, employees and suppliers. Other groups appoint the parent or another group company as president and designate a permanent representative. Neither option should be selected merely because it looks simpler on an online form. The choice affects signature powers, director liability, social-security treatment where remuneration is paid, insurance, residence and work-permit questions, and the ability to respond quickly to a registrar’s request.

Wholly owning a French subsidiary also does not make every group act legally an act of the subsidiary. The French company should have its own agreements, invoices, accounting records and decision trail. The parent can fund it by capital, shareholder loan or another documented arrangement, but the terms should be recorded and the parties should sign in the correct capacities. If the parent negotiates every contract, gives direct instructions to the customer, receives the commercial benefit and treats the subsidiary as a façade, the risk analysis becomes more complicated.

The Court of Cassation illustrated that risk in its decision of 3 October 2006, Commercial Chamber, no. 04-13.214. It upheld a finding where “la cour d’appel, qui a caractérisé l’immixtion de la société mère dans l’exécution du contrat conclu par sa filiale, a ainsi légalement justifié sa décision”. The full decision is available at Cour de cassation, 3 October 2006, no. 04-13.214. This is not a rule that share ownership alone creates liability. It is a warning that actual conduct, contract performance and the parent’s interference can matter in a dispute.

There is a separate competition-law caution. In its decision of 18 October 2017, Commercial Chamber, no. 16-19.120, the Court of Cassation referred to “la présomption réfragable selon laquelle la société mère exerce effectivement une influence déterminante sur sa filiale peut être renversée par la preuve contraire”. The official decision, published in the Bulletin, is at Cour de cassation, 18 October 2017, no. 16-19.120. This presumption belongs to the competition-law context and should not be turned into a universal rule of parent-company liability. It does, however, show why a group should keep evidence of who negotiated, who decided and who performed each material transaction.

The ownership decision should consequently be accompanied by a governance memo. It should state whether the foreign parent is only the shareholder, whether it will also be president, who may sign contracts, how shareholder loans will be approved, who owns the intellectual property, where strategic decisions are recorded and how the French company will maintain its own accounting and operational records. This small discipline is valuable at incorporation, during bank onboarding and later if the group sells the subsidiary or seeks investment from a third party.

II. What documents and filings are needed to register the French subsidiary?

A. Which foreign-company documents, translations and beneficial-owner evidence should be prepared?

A foreign corporate shareholder should prepare a document pack before the French articles are signed. The exact form depends on the country of incorporation, the language of the documents and the transaction, but the pack normally starts with a recent certificate of existence or registry extract. It should show the legal name, registration number, registered office, legal form, date of incorporation and current directors. Where the extract does not show the ownership or signing powers, add the constitutional documents, a current shareholder or control certificate and the relevant board or shareholder resolution.

The resolution should approve the French investment specifically. It should identify the French company or proposed company, the amount of the subscription, the identity of the signatory, the proposed president if the parent is involved in management, and the authority to appoint a lawyer or formalities agent. A generic power of attorney may not prove that the signatory was authorised to commit the parent to a substantial investment. The corporate resolution and the signature specimen should be consistent with the parent’s own registry extract.

If the documents are not in French, arrange a French translation by a translator accepted for the relevant formal use. Authentication, legalisation or an apostille may also be needed, depending on the issuing country, the applicable treaty and the document. Do not assume that every foreign document needs the same formality. Ask at the start which version the French registrar, bank and notary, if any, will accept. A technically valid document can still generate a delay if its translation omits a page, the stamp is unreadable or the signature chain is incomplete.

The French incorporation file normally includes the draft or signed articles, proof of the registered office, the share-subscription statement, the certificate of deposit of capital, the list of subscribers where applicable, the appointment decision for the president and the identity and eligibility documents for the natural-person officers. If the address is provided by a domiciliation company, keep the contract and the provider’s authorisation. If the address is a rented office, obtain the lease or an appropriate occupancy document. A French company cannot rely solely on the foreign parent’s address when a French registered office is required.

The capital-deposit bank will often perform a separate “know your customer” review, commonly called KYC, and anti-money-laundering review, commonly called AML. It may ask for the foreign parent’s ownership chart, annual accounts, business plan, source-of-funds evidence, contracts, identity documents and the reason for opening the account. This is a banking onboarding issue, not proof that a foreign company is generally forbidden from owning a SASU. The best response is a coherent file that uses the same names, numbers and ownership percentages as the incorporation documents.

Beneficial-owner filing is the area where a nominal 100% corporate shareholding most often produces confusion. The French company does not normally declare the foreign company as the final natural-person beneficial owner merely because that company appears as the shareholder. It must trace the chain to the natural person or persons who ultimately own or control the relevant entities, using ownership, voting rights, other control rights and the applicable fallback rule where no individual can be identified through those tests.

Article L.233-3 of the Commercial Code uses a control test that begins with both natural and legal persons: “Toute personne, physique ou morale, est considérée”. The rest of the provision addresses direct or indirect control, including a majority of capital or voting rights and other forms of decisive influence. For a wholly owned subsidiary, prepare an ownership chart that starts with the French SASU, identifies the foreign corporate shareholder, then continues through every intermediate entity until the natural persons and control rights are visible.

Article L.561-46 of the Monetary and Financial Code requires companies to declare information about their beneficial owners. Its text refers to “les informations relatives aux bénéficiaires effectifs”. The declaration concerns identification and the way control is exercised, not simply the name of the immediate shareholder. The current declaration should be prepared against the version of the law in force on the filing date, because this area has been amended and the status of some provisions is transitional.

The implementing rules are specific about the information collected. Article R.561-56 states that “Les informations relatives au bénéficiaire effectif déclarées lors de la demande sont les suivantes”. The provision then covers the company’s identity, the natural person’s name, date and place of birth, nationality, personal address, the nature and means of control and the date on which the person became a beneficial owner. The data should be obtained securely and checked against passports and the corporate chart. Do not put personal data in a public marketing document or in the French articles unless the form requires it.

The registrar does not merely archive the declaration. Article L.561-47 provides that “Le greffier du tribunal de commerce vérifie que les informations relatives au bénéficiaire effectif … sont complètes et conformes”. The official Légifrance text of Article L.561-47 describes the checks against the supporting documents and the company file. A mismatch between the foreign registry extract, the ownership chart and the beneficial-owner form can therefore cause a rejection or a request for correction.

Build the beneficial-owner pack as a separate schedule. Include a dated group chart, the percentage of capital and voting rights at each level, shareholder agreements or veto rights that affect control, the natural persons’ identification documents and an explanation of any control other than ownership. If no natural person satisfies the ownership or control test, the appropriate legal-representative solution must be assessed under the rules in force; it should not be selected automatically just because it is convenient on the form.

Two documents should be kept distinct. The first is the foreign parent’s resolution authorising the investment. The second is the French company’s beneficial-owner declaration. The resolution proves authority to invest; the declaration identifies the natural person who ultimately controls the French entity. Combining them into a single vague statement can obscure both questions and invite a registrar or bank query.

Also check the target activity before finalising the articles. The corporate purpose should be broad enough to cover the planned operations but not so vague that it hides a regulated activity. If the company will provide a regulated professional service, handle controlled products, operate in a screened sector or employ staff in a regulated role, identify the additional licence or qualification. The foreign parent’s nationality does not remove those French operating requirements.

B. How should the founder sequence the INPI filing, capital deposit and post-registration compliance?

A reliable sequence reduces both rejection risk and wasted banking costs. The following order is practical for a foreign parent forming a wholly owned SASU, although the exact order may change where a regulated activity or a special financing arrangement is involved.

1. Screen the activity and group structure. Confirm whether the business is regulated, whether the foreign investment authorisation regime may apply and whether a subsidiary is preferable to a branch. Decide whether the foreign parent will be only shareholder or also president. Check the proposed name, domain name, intellectual-property issues and the availability of the registered office.
2. Approve the investment at parent level. Obtain the board, member or shareholder approval required by the foreign parent’s law and articles. Name the authorised signatory, approve the capital amount and approve any shareholder loan or initial funding. Keep the signed resolution and proof of authority in the same data room as the French incorporation file.
3. Draft the French articles and governance documents. The articles should identify the SASU form, capital, shares, registered office, corporate purpose, financial year, president and decision rules. Add the appointment decision and, where relevant, the permanent-representative document for a corporate president. Decide how shareholder decisions will be signed and stored.
4. Prepare the foreign evidence. Order recent registry extracts, constitutional documents and good-standing evidence. Arrange the French translations and any required authentication. Build the ownership and beneficial-owner schedules. Do this before the bank appointment rather than after a bank requests the documents.
5. Open the capital account and deposit the subscription. The bank or depositary will issue a capital-deposit certificate after its review. Confirm that the certificate names the proposed French company correctly and that the deposited amount matches the articles and subscription statement. Keep evidence of the transfer from the foreign parent if the bank asks about the source of funds.
6. Complete the required announcement and file the single dossier. Publish the legal notice where required, then submit the creation formalities through the INPI single portal, known as the Guichet unique. Upload consistent scans of the articles, office proof, capital certificate, officer documents, parent evidence and beneficial-owner information. Do not replace a missing corporate resolution with a personal statement from the foreign founder.
7. Answer any registrar request precisely. The commercial court registry office, or greffe, may ask for a clearer translation, a more recent foreign extract, proof of authority, a corrected address or a beneficial-owner explanation. Respond with a numbered document matching the request. Uploading a second inconsistent version can extend the review rather than solve it.
8. Collect the SIREN and Kbis and finish the operational setup. The SIREN is the French company’s nine-digit identification number. The Kbis is the official extract showing the registered company. Verify the name, form, address, president, activity and registered capital as soon as the extract is issued. Then complete the bank release, accounting appointment, tax registrations, invoicing configuration, insurance and employment steps that the business actually needs.

The filing rules explain why the identity data must be consistent. Article R.123-53 of the Commercial Code requires that, in the registration request, the company declare “Dans sa demande d’immatriculation, la société déclare, en ce qui concerne la personne morale”. The provision covers the legal name, legal form, capital, registered office, principal activities and other company information. A typo in the parent’s name, a different transliteration of a director’s name or an outdated office address can make several documents appear to relate to different entities.

The broader declaration mechanism is in Article L.123-33, which says that “toute entreprise se conforme à l’obligation de déclarer sa création”. The official Légifrance text of Article L.123-33 describes the single dossier filed through the designated body, subject to regulated-activity procedures. In practice, the online portal is only as good as the source documents uploaded to it. A submission receipt is not the same as registration and does not replace the Kbis.

Pre-incorporation contracts need special care. The French company has no legal personality before registration, so an office lease, software order, recruitment contract or supplier engagement signed too early should say that it is made for the account of the company in formation. Civil Code Article 1843 provides that “Les personnes qui ont agi au nom d’une société en formation avant l’immatriculation sont tenues des obligations”. The future company can later take over the commitments, after which they are treated as having been made by it from the beginning, but the takeover must be properly documented.

The Commercial Code contains a related formal mechanism for acts performed for the company in formation. Article R.210-5 requires an inventory of those acts and the commitment they create to be presented before the articles are signed, with the relevant conditions for takeover. Use a schedule listing each contract, date, counterparty, amount, signer and proposed treatment. Do not leave a foreign parent’s lease, consulting invoice or website contract in an ambiguous middle ground where neither entity accepts responsibility.

The Court of Cassation’s decision of 13 July 2010, Commercial Chamber, no. 09-68.142, is a useful reminder. In describing the legal entity that had acquired personality, the Court referred to “la société qui avait acquis la jouissance de la personnalité morale était celle pour le compte de laquelle Mme X… avait déclaré agir”. The official text is available at Cour de cassation, 13 July 2010, no. 09-68.142. The lesson is to identify the future company clearly when someone acts before registration and to preserve the takeover evidence.

After registration, the parent should not regard the Kbis as the end of the project. Confirm the beneficial-owner filing, bank activation and release of the capital. Make sure the accounting system can distinguish the French subsidiary from the parent and that invoices show the French company’s legal name, SIREN, registered office and applicable tax information. Register for Value Added Tax when the business and French rules require it. Consider corporate income tax, local business taxes, payroll registrations, insurance and annual accounts. A foreign parent’s ownership does not transfer the subsidiary’s French filing obligations to the parent.

Keep the beneficial-owner information current. A new parent shareholder, merger, change in voting rights, change of control or change in the relevant natural person may require an update. The date and route by which control was obtained should be recorded. The same applies to a change of president, registered office, corporate purpose, capital or financial year. A post-registration change is not a reason to recycle the original file without checking whether the foreign parent’s extracts and translations are still current.

If the group later funds the French SASU, document whether the payment is additional share capital, a shareholder loan, an expense reimbursement or payment for a service. Use the correct intercompany agreement and keep transfer-pricing and tax questions separate from the incorporation question. If the parent later sells the shares, check change-of-control clauses, foreign-investment screening, tax consequences and the beneficial-owner update before closing.

A final review should ask eight practical questions:

• Does the foreign parent’s legal name match every translation, resolution, bank document and online form?
• Does the signatory have a documented power to subscribe for the French shares and appoint the president?
• Does the French company have an address it can actually use for mail, tax notices and inspections?
• Do the articles and the activity description avoid hiding a regulated business?
• Does the capital certificate match the subscribed amount and the shareholder resolution?
• Does the beneficial-owner chart reach the natural persons who control the group, with the control route explained?
• Are all pre-registration acts listed and made for the account of the company in formation?
• Does the issued Kbis accurately reflect the intended name, address, president and activity?

When these answers are clear, the French SASU can function as a real operating company rather than as a paper extension of the foreign parent. The structure remains flexible: the parent can appoint management, enter into financing arrangements and later bring in investors, while the French company retains its own legal and accounting identity.

Conclusion

A foreign company can generally own 100% of a French SAS. Once it is the sole shareholder, the vehicle is normally a SASU. The key issue is not the nationality of the shareholder but the quality of the evidence: existence of the parent, authority of the signatory, valid French registered office, capital deposit, management appointment, beneficial-owner chain and compliance with activity-specific rules.

The safest process separates the parent’s investment approval from the French company’s governance, distinguishes shareholder powers from the president’s representation, and treats the INPI filing as a coordinated document set. Translations and authentication should be planned before bank onboarding. Beneficial-owner information should identify natural-person control rather than stopping at the corporate shareholder. Pre-incorporation contracts should be listed and taken over correctly. Finally, the issued Kbis, registry data, bank account and continuing declarations should be checked after registration, not assumed to be correct because the online filing was accepted.

For a foreign group, the most useful first review is a document-gap audit: the parent’s current registry evidence, the proposed French articles, the ownership chart, the activity-screening analysis and the intended president. That review normally reveals whether the project is ready for the capital account and INPI filing or whether a translation, resolution, licence or beneficial-owner clarification is still missing.

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