A foreign founder often asks a deceptively simple question before incorporating in France: can the foreign parent company itself be appointed as the manager of a French SARL? The answer is different from the answer for a SAS. A French SARL must be managed by one or more natural persons. A foreign company may own the shares, finance the business, approve reserved decisions and give instructions under a carefully drafted group arrangement, but it cannot be entered as the gérant, meaning the individual manager who represents the SARL. A foreign individual may be appointed as manager and may live outside France, subject to the separate rules governing the activity actually performed in France, immigration status, tax residence and social security.
This distinction matters at the filing stage. The company still needs a French registered office, a consistent ownership and beneficial-owner file, a capital deposit, articles of association, a legal notice and an electronic filing through the INPI one-stop shop. INPI is the National Institute of Industrial Property. The RCS is the French Trade and Companies Register, the RNE is the National Register of Enterprises, and the Kbis is the official registry extract for an entity registered with the RCS. If the proposed manager is a foreign company, the filing should not be patched with a nominee arrangement. The structure should be corrected before submission: appoint an eligible natural person, choose a SAS if a corporate president is genuinely required, or examine whether a branch is the better vehicle.
This article focuses on foreign founders and international groups. The firm’s French company formation service covers the wider incorporation process. It does not replace an immigration or tax review of the person’s actual working pattern.
I. Can a foreign company be the manager of a French SARL?
A. Why must the SARL manager be a natural person?
The starting rule is direct. Article L. 223-18 of the French Commercial Code provides: “La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques.” The official text then adds: “Les gérants peuvent être choisis en dehors des associés.” In English, a SARL must have one or more individual managers, and those managers do not have to be shareholders. The two sentences answer the corporate-parent question. A foreign company is a legal person, not a natural person. It can be a member of the SARL, but it cannot be recorded as its gérant merely because it owns all or most of the capital. The full provision is available in the official version of article L. 223-18 on Légifrance.
This is not a nationality rule. Article L. 223-18 does not say that the manager must be French, must live in France or must hold shares. It describes the legal nature of the office: the manager must be an individual. A United States, British, Canadian, Swiss, Emirati or Singaporean national can therefore be considered for the office, provided the person has legal capacity, is not subject to an incompatibility or management ban, and can satisfy the documentary requirements of the filing. The question “Can a foreign company be the manager?” and the question “Can a foreign individual be the manager?” must never be collapsed into one answer.
The manager’s powers also explain why the filing names a person. Article L. 223-18 states that, in dealings with third parties, the gérant has the broadest powers to act for the company, subject to powers expressly reserved to the members by law. The provision further says that statutory clauses limiting those powers are not opposable to third parties. The consequence is practical: the person shown as manager is the visible legal representative for contracts, banks, tax correspondence, employment documents and proceedings. A foreign parent’s internal approval policy may regulate the manager’s relationship with the group, but it does not transform the parent into the manager or erase the external authority attached to the registered office.
The distinction should be reflected in the articles and in the appointment decision. The articles should identify how the manager is appointed and removed, the duration of the mandate, any remuneration, the rules for several managers, the decisions requiring member approval and the reporting obligations owed to the foreign parent. A separate shareholders’ agreement or group agreement can define reserved matters, information rights, budgets and approval thresholds. It should not describe the foreign parent as the gérant if the legal appointment is made to an individual. It should also avoid creating a person who appears to be a manager in practice while another person is only a name on the Kbis.
That last risk is often underestimated. A parent company may want one of its directors, officers or employees to act for the French subsidiary. The compliant route is to appoint the relevant individual as gérant and document the corporate relationship around that mandate. The foreign parent can remain the shareholder and can exercise member rights. It can approve a business plan or a reserved transaction. It can enter into a management-services agreement where the facts support one. None of those arrangements changes the statutory requirement that the SARL’s legal office of gérant be held by a natural person.
The rule is also relevant during incorporation. The SARL has no fully operative corporate identity before registration. Article 1842 of the Civil Code says: “Les sociétés autres que les sociétés en participation visées au chapitre III et que les sociétés de libre partenariat spéciales mentionnées à l’article L. 214-162-13 du code monétaire et financier jouissent de la personnalité morale à compter de leur immatriculation.” The company obtains legal personality from registration. The foreign parent may sign formation documents as subscriber or member, but the appointment of the individual manager and the scope of the person’s authority must be clear before the electronic filing is submitted. The text of article 1842 of the Civil Code is published on Légifrance.
Before registration, the people who sign for a company in formation must also be protected by correct wording. Article 1843 of the Civil Code provides: “Les personnes qui ont agi au nom d’une société en formation avant l’immatriculation sont tenues des obligations nées des actes ainsi accomplis, avec solidarité si la société est commerciale, sans solidarité dans les autres cas. La société régulièrement immatriculée peut reprendre les engagements souscrits, qui sont alors réputés avoir été dès l’origine contractés par celle-ci.” A foreign parent that signs a lease, bank letter or supplier agreement should identify whether it acts as subscriber, future member, authorised signatory or person acting for the company in formation. The exact takeover mechanism should be prepared rather than assumed. The full wording is in article 1843 of the Civil Code on Légifrance.
The answer for a French SARL can therefore be stated in one sentence: a foreign company cannot be its gérant, but a foreign individual can potentially hold the office. If the group needs the parent itself to be the legal leader, the project should be re-tested as a SAS or as a branch instead of forcing an invalid SARL appointment.
B. What changes when the founder, parent company or manager is abroad?
Residence is a separate issue from legal capacity. The current Service Public Entreprendre guidance states that an individual can create a company in France without residing there and that it is possible to direct a French company without residing in France. It also distinguishes remote management from the effective and habitual exercise of the activity on French territory, which may require an appropriate residence permit for a third-country national. Read the official Service Public guidance for a foreign national creating a business in France alongside the corporate file. The conclusion is not that every person may work in France without immigration formalities; it is that a French-resident gérant is not automatically required by the SARL rule.
A foreign shareholder, a foreign parent and a foreign gérant create different factual maps. The shareholder exercises member rights: approval of accounts, appointment or removal of the manager, changes to capital and other decisions allocated to the members. The parent may be the sole member of an EURL, which is a one-member SARL, or a member of a multi-member SARL. The gérant represents the French company towards third parties. The foreign parent may give the gérant group instructions, but the manager retains the legal responsibility attached to the mandate and cannot treat the parent’s wishes as a complete defence for an unlawful act.
A non-resident manager should be assessed by reference to what the person actually does. Signing a resolution from London, New York or Dubai, attending a video meeting with a French accountant and approving a budget as a member are not the same as carrying out a permanent, day-to-day commercial activity from French premises. Repeated travel to France, management of a French team, negotiation of customer contracts, use of a French office, payroll work and the location of strategic decisions may trigger immigration, tax, social-security or permanent-establishment questions. The company should maintain a factual travel and responsibility record instead of relying on the label “non-resident.”
The registered office is not the manager’s home. Article L. 123-11 of the Commercial Code requires a legal person seeking registration with the RCS to justify its use of the premises where the company’s registered office is installed, or, when the registered office is abroad, the French agency, branch or representation. The official wording begins: “Toute personne morale demandant son immatriculation au registre du commerce et des sociétés doit justifier de la jouissance du ou des locaux où elle installe, seule ou avec d’autres, le siège de l’entreprise.” It is available in the official text of article L. 123-11.
The French registered office can be supported by a commercial lease, a domiciliation agreement, an arrangement with an authorised business-centre provider or another legally defensible document. If a director uses a home address in France, additional conditions apply. Article L. 123-11-1 states: “Toute personne morale est autorisée à installer son siège au domicile de son représentant légal et y exercer une activité, sauf dispositions législatives ou stipulations contractuelles contraires.” This possibility does not give a foreign parent the right to use a foreign office as the French company’s registered office, and it does not make the manager a resident. The full provision is in article L. 123-11-1 on Légifrance.
For a foreign individual appointed as gérant, the filing will usually need a precise foreign address, identity evidence and declarations relating to capacity and management restrictions. The address on the filing should match the supporting document and the person’s identity record. A registry request for a proof of address is not, by itself, proof that French law requires a French-resident gérant. It may be a document-quality issue, an address-format issue, a translation issue or a request to clarify the person’s status. Respond to the precise request rather than replacing the foreign manager with a local nominee.
The beneficial-owner file must also follow the ownership and control chain. The beneficial owner, or bénéficiaire effectif, is the individual who ultimately owns or controls the company. A foreign parent does not remove the obligation to identify the natural persons behind it. The ownership chart should show the parent, intermediate holdings, voting rights, control rights and any individual who can appoint or remove the gérant. If the manager and the beneficial owner are different people, the file should say so. If an individual controls the parent through voting arrangements, that fact should not be hidden behind the parent’s corporate name.
There is an important difference between the SARL and the SAS. Article L. 227-6 of the Commercial Code states: “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts.” It gives the SAS a president and sets out the president’s powers towards third parties. Article L. 227-7 then expressly provides: “Lorsqu’une personne morale est nommée président ou dirigeant d’une société par actions simplifiée, les dirigeants de ladite personne morale sont soumis aux mêmes conditions et obligations et encourent les mêmes responsabilités civile et pénale que s’ils étaient président ou dirigeant en leur nom propre, sans préjudice de la responsabilité solidaire de la personne morale qu’ils dirigent.” The official texts are available for article L. 227-6 and article L. 227-7.
Those SAS provisions do not rewrite article L. 223-18. They show why the legal form must be chosen before the group appoints its leader. A corporate president can be contemplated in a SAS, subject to the articles and the person-morale rules. A corporate gérant cannot be appointed in a SARL. A foreign group that wants the parent to hold the office should not choose a SARL first and try to import the SAS solution afterwards.
The Cour de cassation’s commercial chamber decision of 19 January 2022, appeal numbers 20-14.089 and 20-14.090, concerns a SAS and illustrates the form-specific analysis. The official decision states: “Si, dans le silence de la loi, les statuts d’une société par actions simplifiées peuvent prévoir que lorsque le président est une personne morale, celle-ci doit obligatoirement désigner un représentant permanent personne physique, aucune nullité ne peut résulter du non respect d’une telle disposition.” The ruling is published in the official Légifrance record for 20-14.089 and 20-14.090. It should not be misquoted as a SARL rule. Its value here is comparative: the law expressly accommodates a legal-person president in the SAS framework, whereas article L. 223-18 requires natural-person management in a SARL.
A foreign individual who is appointed gérant should also understand the difference between the mandate and an employment contract. The mandate gives authority to represent the company. A separate employment contract requires distinct technical duties, separate remuneration and a genuine relationship of subordination. The fact that the gérant is employed by the foreign parent does not automatically create a French employment contract, and the fact that the person is appointed by the SARL does not automatically settle where social contributions are due. The working location, remuneration, control, applicable treaty and social-security coordination must be analysed together.
Finally, do not use a French resident as a paper manager merely to satisfy an assumed residence rule. Such an arrangement can create a mismatch between the Kbis, bank mandate, tax file, beneficial-owner declaration and the person actually making decisions. It may expose the named manager to responsibility without real control and create evidence that the group deliberately concealed the operating structure. A correct foreign individual appointment, a corporate president under a SAS, or a properly registered branch is more defensible than a nominal appointment.
II. How should a foreign founder appoint and register the SARL manager?
A. Which documents, registered-office evidence and INPI steps are required?
The incorporation file should begin with a written structure decision. State whether the French entity will be an EURL or a multi-member SARL, whether the foreign parent will own the shares, who will be appointed gérant, where that person lives, where the company will have its registered office, who will sign the articles, how capital will be funded and whether the company will hire in France. Add the expected activity, customer locations, suppliers, imported goods, French premises and first-year contracts. This short decision prevents a parent company, a foreign individual and a French adviser from working from inconsistent assumptions.
Next, test the manager’s eligibility. The proposed gérant should be an identified natural person, legally capable of holding the office, free from a management ban or relevant incompatibility and able to provide the required declarations. If the person is a director or employee of the foreign parent, keep the corporate resolution approving the French mandate. If the person will receive compensation, record the proposed amount, payer, currency and work pattern. If the person will make regular trips to France, create an immigration and tax checklist before the first trip rather than after the company begins trading.
Prepare the authority chain. The foreign parent’s competent body should approve the incorporation, subscription for the shares, appointment of the gérant, capital contribution, registered-office agreement and any related-party contract. The resolution should identify the signatory’s capacity and attach evidence of that capacity. If another person files the formalities, issue a power of attorney that covers the relevant steps. The power of attorney should not silently appoint the agent as gérant. It authorises a filing or signature; it does not replace the corporate appointment decision.
Foreign corporate documents often require a recent registry extract, current articles, proof of the parent’s existence, a certificate of incumbency or equivalent authority document, the ownership chart and a certified translation. Depending on the issuing country and the recipient, legalisation or an apostille may be needed. An apostille is a form of authentication under the Hague Apostille Convention; it confirms the origin of a public document, not the truth of every statement inside it. The registry, bank and tax office may ask for different evidence. Keep a document matrix showing the version, date, language, authentication status and intended recipient.
Secure the French registered office separately. Article L. 123-11 makes proof of use of the premises a condition of registration. The document should identify the company in formation or the future company, the exact address, the period of occupation and the right to receive official correspondence. If a domiciliation provider is used, retain the agreement, approval details and evidence of the services provided. If the foreign parent owns or leases the premises, document the parent’s right to make the space available to the French company. A parent lease that does not permit the French subsidiary to occupy or use the address can produce an INPI or registry request.
Choose the corporate name and purpose with the filing in mind. The purpose clause should describe the real commercial activity and any ancillary activity, while regulated activities should be checked separately. The entity’s legal name, address, capital, manager’s identity and activity must match across the articles, legal notice, capital certificate, parent resolution and electronic form. A spelling difference in the foreign manager’s name or an address that changes between documents can trigger a request even when the legal structure is valid.
Open the capital-deposit account. The bank will normally request the draft articles, identity documents, parent-company records, ownership chart, business plan, proof of address, source-of-funds evidence and the manager’s appointment. A foreign parent’s account statement may not be enough to explain the source of the funds. Record the capital amount, currency conversion, payer, payment reference and the bank’s certificate. The bank’s request for a French contact, local operating evidence or enhanced due diligence is not the same legal question as whether the SARL must have a French-resident gérant.
Publish the creation notice in an authorised legal-notice medium after the documents are ready. The notice uses French corporate terminology: société à responsabilité limitée for SARL, gérant for manager, siège social for registered office, capital social for share capital and RCS for the Trade and Companies Register. The notice should not describe a corporate parent as “gérant” if the articles appoint an individual. The content should be checked against the final articles before publication.
Submit the formalities through the INPI one-stop shop. The French formalities architecture now combines electronic transmission to the relevant bodies. The RNE records enterprise information nationally, while the RCS remains the register relevant to commercial-company registration and the Kbis. The greffe is the registry office attached to the competent court. The filing should include the articles, registered-office evidence, capital certificate, appointment decision, manager’s identity and declarations, parent-company evidence, beneficial-owner information, legal-notice certificate and any regulated-activity documents.
Article R. 123-35 of the Commercial Code provides: “Toute personne morale tenue à immatriculation dont le siège est situé dans un département demande cette immatriculation, par l’intermédiaire de l’organisme unique mentionné à l’article R. 123-1, au greffe du tribunal dans le ressort duquel est situé son siège.” The provision also deals with a legal person whose registered office is outside a French département and the first establishment in France. The official text is available in article R. 123-35 on Légifrance. For a French SARL, the registered office generally determines the competent registry; the manager’s foreign residence does not transfer the company to a foreign registry.
If the group chooses a branch rather than a SARL, the filing logic changes. Article R. 123-112 provides: “Toute société commerciale dont le siège est situé à l’étranger et qui ouvre en France un premier établissement est tenue de déposer au greffe du tribunal de commerce dans le ressort duquel est situé cet établissement, au plus tard en même temps que la demande d’immatriculation, une copie de ses statuts en vigueur au jour du dépôt.” It also addresses annual accounts, translations and certification. Read the official article R. 123-112 if the parent is opening a succursale, meaning a branch, rather than forming a French subsidiary.
The file should be monitored after submission. A request for correction should be answered through the formalities channel with a single coherent package. Do not upload a new version of the articles that changes the gérant without a corresponding member decision, legal notice and beneficial-owner update. If the request concerns the foreign manager’s address, provide the address evidence and a clear explanation that the person is a non-resident individual. If it concerns the proposed corporate manager, the right answer is normally to amend the appointment to a natural person or change the form before registration.
When registration is complete, download the Kbis and check every line. Verify the legal name, form, registered office, activity, capital, manager’s name and foreign address, registration number and any mention of a foreign parent. The SIREN identifies the legal entity; a SIRET identifies a specific establishment; the APE code is the statistical activity classification. None of those codes authorises a regulated activity, and the Kbis does not prove that the manager is tax-resident or socially insured in France.
Keep the final file in an indexed folder. It should contain the signed articles, parent resolution, manager appointment, power of attorney, identity and address evidence, translation and authentication records, registered-office agreement, capital certificate, legal notice, INPI receipt, beneficial-owner filing, Kbis and written responses to any registry request. For a foreign founder, this file is also the evidence needed when a bank, customer, auditor, tax officer or French employee asks who has authority to act for the SARL.
B. What tax, social-security and liability questions follow registration?
Registration does not decide where the manager is taxed. A non-resident gérant may receive a mandate fee, salary, dividends as a member or no remuneration. Each payment has a different legal and tax analysis. The payer, work location, treaty, control relationship and frequency of travel matter. A foreign parent should not call every payment a “management fee” without checking whether it is remuneration for the individual mandate, a service supplied by the parent, a dividend or reimbursement of expenses.
The company should also identify the appropriate social-security regime. A SARL gérant who controls the company may fall within the self-employed regime; a minority or equal manager may fall under a different category depending on the ownership and voting position. A non-resident may be covered by a foreign social-security system under an applicable coordination rule, but that outcome requires evidence. The company should retain the ownership table, appointment decision, remuneration record, work-location analysis and any certificate or treaty position. URSSAF is the body that collects many French social-security contributions; it is not the company registry and it is not the tax office.
Tax residence and permanent establishment must be kept separate from the corporate office. A French SARL is a French legal person, but the activities of its foreign parent and its gérant can create questions in another country. If the parent’s strategic decisions are made from France, if the parent has a dependent agent in France or if French premises are used for the parent’s own business, the group should examine foreign and French permanent-establishment risk. Conversely, a French entity that is managed from abroad may need to document where decisions are made and how the group allocates functions, assets and risks.
French corporate tax is commonly called IS, for impôt sur les sociétés. VAT is TVA, for taxe sur la valeur ajoutée. The company should create a tax calendar for corporate tax returns, VAT returns, local business taxes, annual accounts and related-party reporting. A foreign-owned SARL should not assume that its parent’s VAT number, bank account or tax registration covers the French entity. The French company must issue invoices under its own identity and establish the correct VAT treatment for each customer and transaction.
If the SARL hires its first employee, the manager’s non-resident status does not remove French employer obligations. The company needs payroll, an employment contract, the applicable collective agreement, occupational-health arrangements and social declarations. DPAE means déclaration préalable à l’embauche, the prior hiring declaration. DSN means déclaration sociale nominative, the monthly nominative social declaration. Under article L. 1221-10 of the Labour Code, the employer must make the prior declaration before the employee starts. The company should also check the employee’s work authorisation and keep evidence of the declaration. A foreign parent’s English offer letter is not, by itself, a complete French employment file.
The manager’s liability should be mapped before the first contract. A gérant can bind the SARL towards a customer, bank, supplier or employee even when the parent’s internal policy required prior approval. The member agreement can create recourse within the group, but it may not defeat the rights of an innocent third party. The manager must therefore receive clear signing limits, budget information, insurance support and access to legal and accounting advice. A parent should not appoint a person who has no practical ability to review the company’s contracts, accounts or payroll.
Two court decisions help separate the legal forms. In the Cour de cassation, criminal chamber, decision of 20 June 2017, appeal no. 14-85.879, the official analysis states that a foreign commercial company must register with the French RCS when it opens a first establishment in France, “c’est-à-dire lorsqu’elle y établit une agence, une succursale ou une représentation.” The court’s analysis also refers to articles L. 123-1, L. 123-11 and R. 123-35 of the Commercial Code. The decision is available in the official Légifrance record for 14-85.879. It concerns a foreign company’s French establishment, not a requirement that every French SARL have a French-resident gérant. The lesson is to register the French presence that actually exists.
In the branch context, the parent retains the legal and economic connection to the French activity. Bercy describes a succursale as lacking separate legal personality and separate assets from the parent. That can be appropriate for a direct operating presence, but it also means that the group should not expect the liability separation of a subsidiary. A SARL provides a different legal person, with its own manager and its own registration. The structure decision should be linked to contracts, employees, financing, intellectual property, tax and exit plans.
The corporate-president option is similarly form-specific. The 2022 Cour de cassation decision in appeal nos. 20-14.089 and 20-14.090 confirms that the question of a corporate president and a permanent natural-person representative arises in the SAS framework. It does not make a corporate person eligible to manage a SARL. If the foreign parent’s operating model requires the parent to be the legal representative, the group should compare a SAS with corporate president, a branch with a French representative or a subsidiary with an individual gérant. The comparison should be made before capital is deposited and the legal notice is published.
Post-registration changes must be reported promptly. A change of gérant, registered office, corporate purpose, capital, member, beneficial owner or foreign parent authority can require an amendment, legal notice, INPI filing, RCS update or beneficial-owner correction. The updated Kbis should then be checked against the bank mandate, tax account, payroll authority, customer onboarding file and group register. A company that changes its manager in practice but leaves the former person on the Kbis creates a legal and operational gap.
The first year should be managed through a written calendar. At formation, control the articles, appointment and registered office. After registration, activate the bank and tax accounts, confirm VAT, review the gérant’s social position, complete any licence or beneficial-owner formalities and set the annual accounts schedule. Before hiring, complete the employer file and DPAE. At each major transaction, check who is contracting, who signs and whether the foreign parent or the French SARL is performing the service. At every member decision, keep signed minutes and evidence of the correct approval.
| Question | Correct legal focus | Common mistake |
|---|---|---|
| Can the foreign parent be the SARL manager? | No. Article L. 223-18 requires one or more natural persons. | Copying the SAS corporate-president model into a SARL. |
| Can a foreign individual be appointed gérant? | Potentially yes, subject to capacity, declarations and the facts of work in France. | Assuming a foreign address automatically causes rejection. |
| Does the manager need to live at the French registered office? | No. The registered office and the manager’s residence are separate issues. | Using a foreign residential address as the company’s French registered office. |
| Can the parent direct the gérant? | Yes, within lawful member and group arrangements, while the gérant remains the registered legal representative. | Using instructions as a substitute for a proper appointment or as a licence to ignore third-party rights. |
| Can a SAS have a corporate president? | The SAS rules expressly contemplate a legal-person president and address the responsibility of its directors. | Assuming that the SAS rule automatically applies to a SARL. |
| Is a branch the same as a SARL? | No. A branch is an establishment of the foreign company without separate legal personality. | Expecting a branch to create the liability ring-fence of a French subsidiary. |
The safest file is therefore not the one that hides the foreign connection. It is the one that states it accurately: foreign parent or shareholder, individual gérant, French registered office, source of capital, beneficial-owner chain, signing authority, working location and compliance calendar. That consistency is what allows the bank, the greffe, the tax office and the company’s business partners to understand who is responsible for what.
Conclusion
A foreign company cannot be appointed as the gérant of a French SARL because article L. 223-18 requires management by one or more natural persons. That rule does not create a general French-residence requirement. A foreign individual may be appointed if the person satisfies the legal and documentary conditions, while the separate immigration, tax and social-security consequences depend on what that individual actually does and where the work is performed.
For a foreign parent, the practical choices are clear. Keep the SARL and appoint an individual gérant with a documented mandate; choose a SAS if a corporate president is central to the governance model; or examine a branch if the parent wants a direct French establishment and accepts the consequences of having no separate legal personality. The incorporation file should align the articles, parent resolution, registered-office evidence, capital certificate, INPI submission, beneficial-owner statement, Kbis and post-registration calendar. A precise structure at the beginning is safer than a corrective filing after the bank or registry has identified the mismatch.
Need a quick opinion on your case
Telephone consultation within 48 hours with a lawyer from the firm.
Send your proposed French structure, foreign-parent documents, manager appointment or INPI request for a focused review.