For a foreign group entering France, the choice of the person who will legally represent the French vehicle can be as important as the choice between a subsidiary and a branch. A common question is whether the foreign parent itself can be appointed president of a French SAS, rather than appointing an individual resident in France. The answer is yes in principle, but the appointment is not a shortcut around French governance, registration, tax, banking or liability rules. The French SAS remains a separate legal person, its statutes must organise its management, and the foreign company must be able to prove who can act for it. The practical filing also has to identify the relevant natural persons and the ultimate beneficial owner, even where the president entered in the corporate documents is a company. A Kbis is the official extract showing the company’s registration in the French commercial and companies register; it is not a substitute for the underlying corporate resolutions and foreign-company documents. This article explains the legal distinction between a corporate president and a permanent representative, compares the arrangement with a SARL and a branch, and gives a document-by-document route through the Guichet unique, the INPI and the greffe.

For the broader structuring context, see the firm’s French company-formation and corporate-structuring page.

I. Can a foreign company be appointed president of a French SAS?

A. What French law allows, and what it does not mean

A SAS is a société par actions simplifiée, meaning a simplified joint-stock company. It is frequently used by foreign founders because its articles can create a tailored governance system, accommodate a single shareholder through a SASU, and separate ownership from day-to-day management. The statutory starting point is Article L. 227-5 of the French Commercial Code, which states: “Les statuts fixent les conditions dans lesquelles la société est dirigée.” In English, the articles determine how the company is managed. The articles therefore need to do real legal work: they should identify the president, define any director-general positions, set approval rules for reserved decisions, and describe the process for appointment, replacement and removal.

The president is the mandatory external representative of a SAS. Article L. 227-6 provides: “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts.” The same article gives the president extensive authority to act in the company’s name within the corporate purpose and makes statutory limits on the president’s powers generally ineffective against third parties. A supplier, bank, landlord or customer will therefore normally be entitled to rely on the president’s apparent authority, even when the president has breached an internal approval rule. Foreign shareholders should not confuse a reserved-matters schedule with a restriction that can safely be opposed to every contracting party.

The crucial provision for the present question is Article L. 227-7 of the French Commercial Code. It expressly addresses the situation in which “Lorsqu’une personne morale est nommée président ou dirigeant d’une société par actions simplifiée,” and continues by making the legal entity’s directors subject to the same conditions and obligations and exposed to the same civil and criminal responsibilities as if they were president or director in their own name, without removing the joint responsibility of the legal entity they manage. A foreign company is therefore capable of being the president of a French SAS. The provision is not a special immigration permission, a tax exemption or a guarantee that the foreign parent will escape liability. It is a corporate-law mechanism that makes the foreign legal person the office-holder while keeping the individuals who operate that legal person within the responsibility framework.

That distinction matters in practice. The registered president may be a German GmbH, a British limited company, a United States corporation, a Swiss AG or another foreign legal person, depending on the group structure. The French SAS is still a French company with its own articles, share capital, registered office, accounting records, tax filings and contracts. The foreign president does not become the French company’s shareholder merely because it holds office. Conversely, the foreign parent does not become the French company’s president merely because it owns all or most of the shares: the appointment must be made in the way required by the articles and evidenced by a valid corporate decision.

The natural person who signs for the foreign president must also be identified correctly. There are three different ideas that are often mixed together:

• the corporate president, which is the foreign legal entity appointed by the French SAS;
• the legal representative of that foreign entity, such as its director or authorised officer, who signs its resolutions and gives instructions; and
• a permanent representative, which is a technical concept that French company law expressly requires in some situations, but not automatically in every SAS appointment.

The third category must be handled with precision. Article L. 225-20 shows the classic rule for a legal-person administrator of a French société anonyme: the legal person must appoint a permanent representative who has the same conditions, obligations and civil and criminal responsibilities as an administrator acting personally. That rule should not be copied mechanically into a SAS. In Cass. com., 13 December 2023, no. 21-14.579, ECLI:FR:CCASS:2023:CO00801, the Commercial Chamber stated: “lorsqu’une SAS débitrice est dirigée par une personne morale représentée légalement par une personne physique, la faute de gestion de nature à engager la responsabilité pour insuffisance d’actif de ce dirigeant peut être caractérisée indifféremment à l’égard de celui-ci ou à l’égard de son représentant légal.” The decision is a warning against treating the corporate form as a liability shield for the people who actually direct the group company.

For a foreign founder, the practical conclusion is simple: appointing a foreign company as president is possible, but the file must show the legal chain from the French SAS to the foreign company and from that foreign company to the natural person authorised to act. If that chain is ambiguous, the problem will surface during registration, bank onboarding, a tax audit, a contract dispute or an insolvency procedure. The best structure is the one whose documents all tell the same story.

B. Why the SAS route differs from a SARL or a branch

A foreign group should not use the words “director”, “manager”, “president” and “branch representative” as if they were interchangeable French legal offices. A SARL is a société à responsabilité limitée, or limited-liability company. Article L. 223-18 of the French Commercial Code begins with a much narrower rule: “La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques.” The gérant of a SARL must therefore be a natural person. A foreign company may be a shareholder of a French SARL, but it cannot simply be entered as the SARL’s gérant in the way that a legal person can be appointed president of a SAS. The group must appoint an individual gérant and then analyse that individual’s mandate, remuneration, social-security position and cross-border working arrangements.

This is one reason a foreign-owned SAS can be attractive where the group wants the French parent or another holding company to retain the formal presidency. It avoids inventing a French resident director solely to satisfy the company-law office. It does not, however, eliminate the need for a natural person to operate the foreign president. It also does not prevent the French authorities or a court from looking beyond the label if the individual actually gives instructions, signs documents, controls the bank account or makes the strategic decisions.

The comparison with a branch is equally important. A branch, often called a succursale, is an establishment of the foreign company rather than a new French legal person with its own shareholder structure. Its activity is carried on for the foreign parent, and the parent is much closer to the obligations generated by the French establishment. A French SAS with a foreign corporate president is different: the SAS has its own legal personality and its own assets. The foreign company may be a shareholder, president, creditor or service provider, but each role should be documented separately. Calling the SAS a “branch” in a bank or tax form can create confusion about who contracted, who owns the assets and who bears the commercial risk.

The constitutional documents should also distinguish the president’s office from an intercompany services agreement. If the foreign company is president, the appointment resolution and the articles should state that office. If the foreign company supplies staff, technology, financing, accounting or strategic support, those arrangements should be documented in separate agreements, approved under the SAS’s related-party and governance rules where necessary, and priced consistently with the tax position. The appointment itself is not proof that every invoice issued by the foreign parent is a legitimate management fee. Nor does a management-fee agreement replace the corporate decision appointing the president.

The SAS also offers flexibility in the distribution of powers, but that flexibility has to be written. Article L. 227-9 provides: “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” A foreign shareholder should use that freedom to decide which matters require approval before the corporate president acts: acquisitions, borrowing, guarantees, hiring or dismissing key personnel, related-party contracts, changes to the corporate purpose, litigation settlements, capital operations and the opening or closing of bank accounts. The articles should also identify who can give binding instructions to the president and how a deadlock is resolved.

A corporate president can be a poor choice where the group’s real objective is to have a person work full-time in France under the group’s instructions, negotiate all contracts and use the French company as a local operating platform. That situation can raise separate issues about employment, social security, tax residence, permanent establishment, transfer pricing and immigration. This article concerns the corporate appointment. It should not be used to assume that the natural person behind the foreign company may move to France, work there or sign regulated documents without a separate review.

Before choosing the structure, prepare a one-page responsibility map. It should state who owns the French SAS, who is president, who is authorised to represent the president, who signs the bank mandate, who negotiates contracts, who controls accounting and who approves related-party payments. If those answers point to different entities or individuals, the appointment is more likely to withstand bank due diligence and a later challenge. If they all point to one individual who is invisible in the file, the group has a governance risk even if the initial Kbis is issued.

II. How do you register and operate a corporate president from abroad?

A. Which foreign-company and representative documents must be prepared?

The first stage is to build the appointment file before submitting the French company-formation formalities. The French SAS’s articles should contain a clear appointment mechanism and, where appropriate, name the foreign company as president. A separate decision of the shareholder or shareholders should record the appointment, its effective date, the term if one exists, the address of the president and the identity of the person authorised to sign for the foreign company. If the foreign company’s own constitutional documents require a board or shareholder approval, include that approval as well. A signature from a commercial employee who has no authority under the foreign company’s law is a weak foundation for the French filing.

The foreign company’s identity must be demonstrated by an official registry document. Depending on the country, this may be a certificate of incorporation, a current company extract, a certificate of good standing, a commercial-register excerpt or an equivalent public document. It should show the legal name, legal form, registration number, registered office and current status. The French filing should not rely only on a website printout, an old constitutional document or a translated business card. Ask the filing professional or the relevant greffe what date of issue and content it expects, because documentary practice can differ according to the jurisdiction of the foreign company and the specific formalities.

If the document is not in French, obtain a French translation prepared by a translator recognised for use in French proceedings. The foreign public document may also require an apostille or legalisation, depending on the country of origin and the applicable treaty. A translation does not cure the absence of authentication, and an apostille does not prove that the person signing a corporate resolution had internal authority. Treat these as separate checks: authenticity of the public document, French-language usability, and corporate power to act.

The natural person behind the foreign president should be identified consistently across the file. Prepare a copy of that person’s passport or identity document, address and nationality where the filing requests them, together with evidence of the person’s office or delegation within the foreign company. If the foreign company has several directors, explain who is authorised to represent it for the French appointment. If an attorney or corporate-service provider signs the French forms, attach a mandate that is specific enough to cover the formation and registration of the French SAS. A general email instruction is not a substitute for an authority document.

The registration regulations make the corporate-person issue visible. Article R. 123-54 of the French Commercial Code requires the company to declare information about its directors, presidents and other people able to direct, manage or habitually bind it. For a legal person, the same provision asks for “la dénomination sociale, la forme juridique, l’adresse du siège” and, depending on the legal system, registration information or the names and domicile of the people who can direct, manage or bind that legal person. It also refers to the details of a permanent representative when a text requires one. That is why the filing should not stop at the name of the foreign company: the people who give the legal entity its capacity to act must be traceable.

Prepare the French SAS’s own documents at the same time. The usual file will include the signed articles, evidence of the registered office, the appointment decision, the capital-deposit certificate if cash capital is used, the publication notice where required, the beneficial-owner information and the identity documents requested for the persons in the management chain. The French registered office can be a commercial premises, a domiciliation arrangement or another lawful address. The address must be supported by a document that matches the company’s actual situation; a foreign parent’s address does not by itself establish a French registered office.

The filing now runs through the electronic one-stop system rather than through a casual collection of separate paper submissions. Article L. 123-33 of the French Commercial Code says that an enterprise must declare its creation, change of situation or cessation by submitting a single file to the designated single body. Article R. 123-1 explains that the unique body receives the single file, including beneficial-owner information, and transmits the relevant data and documents to the competent recipients. The official portal is the French business-formalities Guichet unique; the INPI formalities page provides institutional guidance about the electronic process.

A beneficial owner, or ultimate beneficial owner, is the natural person who ultimately owns or controls the customer or company. A foreign company can be the French SAS’s shareholder and president, but it cannot be the final natural-person beneficial owner. The filing therefore needs the ownership chain through holding companies until the controlling individuals are identified, together with the nature and extent of their control. Do not copy the foreign company’s director into the beneficial-owner field unless that person is actually the person who ultimately owns or controls the structure. The president’s office and the beneficial-owner status answer different questions.

The current control mechanism is important for a foreign founder. Article L. 561-47 of the French Monetary and Financial Code states that the commercial-court clerk verifies whether beneficial-owner information is complete, compliant with the law, consistent with the supporting documents and compatible with the existing file. It also provides that, after a formal notice and a three-month period without the required declaration or correction, the clerk may proceed to an ex officio removal from the register. This is not a reason to hide a complex ownership chain. It is a reason to prepare a clear ownership chart, reliable registry documents and a consistent explanation of control.

Finally, check the document route for every act filed as an annex. Article R. 123-102 of the French Commercial Code provides that an electronic filing of an act or document is made through the unique body under the applicable electronic-filing conditions. The file should be assembled in a stable order with numbered exhibits: French articles, foreign registry extract, foreign corporate resolution, French translation, apostille or legalisation, identity and authority documents, registered-office evidence, capital evidence and beneficial-owner chart. A stable bundle makes it easier to answer a request for additional information without changing the story told by the initial filing.

B. What are the Kbis, filing, tax and liability steps after appointment?

The first operational milestone is the company’s registration. A Kbis is the official extract issued in connection with the French RCS, the Registre du commerce et des sociétés, or commercial and companies register. It normally displays the company’s name, registration number, legal form, registered office and the people or entities recorded as having management or representation powers. The Kbis is useful to a bank, landlord or customer, but it is only a public summary. Keep the signed articles, resolutions, foreign registry evidence and translation package with it. If the Kbis contains an error, the correction request should be based on the underlying document rather than on an informal request to change the public extract.

The one-stop process includes a validation stage. Article R. 123-7 of the French Commercial Code provides that the unique body transmits the relevant information and documents to the recipients and that those bodies notify acceptance, rejection or a request for additional information or documents. In a foreign-president file, a request commonly concerns the foreign company’s current status, the French translation, the authority of the signatory, the identity of the natural person who can bind the foreign company, the address of the French registered office or the beneficial-owner chain. The response should identify the exact exhibit that answers the request and, if necessary, submit a corrected corporate resolution rather than a narrative explanation alone.

If the INPI or the greffe refuses the filing, distinguish between a missing document, a defective document and a disagreement about the legal structure. A missing document can normally be supplied through the requested channel. A defective document may require a new foreign registry extract, a corrected translation or a properly authenticated resolution. A structural objection requires a written legal response explaining why the foreign company qualifies as a legal-person president under Article L. 227-7 and how the natural person who represents it is identified under the registration rules. Keep the date of the request, the date of the response, the exact reason given and the proof of submission. This creates an audit trail if the filing must be challenged or resubmitted.

The group should not sign long-term French contracts as though the SAS already existed before its registration. French law separates the formation period from the period after the company acquires legal personality. Article L. 210-6 of the Commercial Code links the legal personality of commercial companies to registration in the RCS. Article R. 210-6 states that the list of acts performed for the company in formation can be annexed to the articles, whose signature can result in the company taking over those commitments after registration, and that a specific mandate can also allow the registration to produce that effect. The parallel rule in Article 1843 of the French Civil Code states: “Les personnes qui ont agi au nom d’une société en formation avant l’immatriculation sont tenues des obligations nées des actes ainsi accomplis.”

The Court of Cassation recently clarified how those acts should be assessed. In Cass. com., 29 November 2023, no. 22-12.865, ECLI:FR:CCASS:2023:CO00756, the Court held that it was “possible et souhaitable de reconnaître désormais au juge le pouvoir d’apprécier souverainement, par un examen de l’ensemble des circonstances” whether the common intention was to contract for the company in formation. For a foreign founder, the safe operational method remains more direct: write in the lease, service agreement, bank mandate or purchase order that the act is made in the name of, or for the account of, the identified company in formation; describe the future company’s form, proposed name and registered office; attach a precise mandate; and place the act on the list to be annexed to the articles. Do not let the foreign parent sign in its own name and assume the French SAS will automatically replace it later.

After registration, the foreign corporate president needs an operating protocol. Banks will usually ask for the Kbis, the articles, the appointment resolution, the foreign company’s registry extract, the identity of the natural person authorised to operate the account and the beneficial-owner evidence. A bank may also ask why a foreign company is president, who can approve payments and whether the French SAS’s activity is genuinely separate from the parent’s activity. Prepare a short group-structure memorandum that answers those questions without describing the French SAS as a branch unless it is one.

Tax and social-security consequences should be addressed before the first invoice or remuneration. A legal-person president does not automatically become a French employee, and the foreign entity’s appointment does not automatically determine whether a person is insured in France. The answer can depend on where work is physically performed, how a natural person is remunerated, the existence of an intercompany services agreement, applicable tax treaties, the French company’s activity and the group’s transfer-pricing position. For corporate tax-account access, filings and correspondence with the French tax administration, use the official impots.gouv.fr professional area and preserve the mandates authorising the person who communicates with the administration. The tax analysis should be documented separately from the company-law appointment.

For social-security purposes, avoid the common mistake of treating the president’s corporate title as the whole answer. If an individual performs operational work in France, receives a salary, holds a separate employment contract, or acts as a director of the foreign parent, the applicable social-security regime may require a cross-border analysis. If the foreign parent invoices a management service, the French SAS should be able to show the service, the contractual basis, the approval process, the economic rationale and the tax treatment. If the foreign parent’s people actually run the French business from France, a paper appointment alone will not prevent questions about permanent establishment, employment or director liability.

Liability is the other central issue. Article L. 227-7 does not say that the natural persons behind a legal-person president are irrelevant. The 2023 Court of Cassation decision, no. 21-14.579, concerned a SAS directed by legal persons in an insolvency context. The Court’s verified reasoning was: “lorsqu’une SAS débitrice est dirigée par une personne morale représentée légalement par une personne physique, la faute de gestion de nature à engager la responsabilité pour insuffisance d’actif de ce dirigeant peut être caractérisée indifféremment à l’égard de celui-ci ou à l’égard de son représentant légal.” In practical terms, a foreign group cannot assume that the entity’s presence in the Kbis prevents a court from examining the conduct of the individual who managed it or the foreign company that directed the SAS. Financial distress, misuse of assets, unsupported related-party payments, late filings and decisions taken without proper authority can all become relevant.

The same risk applies to governance decisions. Make sure the foreign parent’s board or shareholders approve the appointment if its own law requires that approval. Record the date on which the president takes office. Keep minutes of the French shareholder decisions and any written instructions to the president. Use a separate approval for a transaction involving the president, the foreign shareholder or another group company. If the president is removed, resigns or is replaced, file the change promptly and preserve the outgoing president’s resignation, the incoming appointment and the authority of the signatories. A gap between the internal decision and the RCS record can make banking and contracting difficult and can create a dispute over who had authority to act.

A final review should test the structure against five practical questions. First, does the French SAS’s registered office document support the address shown in the filing? Second, do the articles and appointment resolution name the same president and use the same legal name as the foreign registry extract? Third, can a reader follow the authority from the foreign company to the natural person who signs? Fourth, does the beneficial-owner chart identify the actual individuals who ultimately control the chain? Fifth, do the commercial contracts, bank mandate, tax correspondence and intercompany agreements describe the same division between the French SAS and its foreign parent? If one answer is no, correct the documents before a refusal, audit or dispute forces the correction.

Conclusion

A foreign company can be appointed president of a French SAS. The legal basis is the SAS regime, especially Articles L. 227-6 and L. 227-7 of the Commercial Code. The arrangement can be useful where a foreign group wants its parent or holding company to retain formal control without appointing an individual merely because that person lives in France. It is not a way to erase the French company’s separate personality or the responsibility of the people who operate the foreign president. The filing should contain a coherent foreign-company extract, authenticated and translated documents where required, valid corporate resolutions, identity and authority evidence, registered-office proof and a truthful beneficial-owner declaration. The Guichet unique, INPI and greffe records should then tell the same story as the articles, Kbis, bank mandate and tax file. A carefully documented corporate president is a workable governance choice; an unexplained name on a Kbis is a recurring source of delay and liability.