Yes, a foreign founder can usually recover money personally spent for a French company after the company has been registered, but registration alone is not a universal reimbursement order. The decisive question is whether the payment was made for the account of a société en formation, meaning a company in the process of being formed, and whether the company later took over the underlying commitment through one of the legally recognised takeover routes. Until registration, the company does not yet have the full legal personality that allows it to become the debtor of every contract. The founder who signs or pays may therefore remain personally exposed even after receiving a Kbis, the official extract showing a company’s entry in the French Trade and Companies Register.

This issue is particularly important for a founder based outside France. The first payments may be made from a foreign bank account, in a foreign currency, to a French lawyer, accountant, translation provider, registered-office provider, software supplier, insurer, or equipment vendor. The file must still connect each payment to the future French company. This article explains the difference between a reimbursable advance and a personal expense, the documents to prepare, the three takeover routes available to an SAS, SASU, SARL or EURL, and the action to take if the company refuses to reimburse the founder. It concerns corporate formation and cross-border evidence, not immigration advice for an individual moving to France or advice on buying French property. For the wider formation framework, see the firm’s French company creation and corporate law service page.

I. Can a foreign founder recover expenses paid before a French company receives its Kbis?

A. What is a pre-incorporation expense, and who is liable before registration?

A French company is not born as a fully independent legal person merely because the founders have agreed on its name, signed draft articles, opened a capital account, or paid an online filing fee. Article 1842 of the French Civil Code states that ordinary companies acquire legal personality from registration. The official wording is that companies “jouissent de la personnalité morale à compter de leur immatriculation”, meaning that legal personality begins at registration. The current text is available in the official version of Article 1842 of the French Civil Code.

For a commercial company, Article L. 210-6 of the French Commercial Code fixes the same boundary in more specific terms: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” The registre du commerce et des sociétés, or RCS, is the Trade and Companies Register. The greffe is the registry office and court registry that processes the registration information. The Kbis is the official extract normally used to prove that the company is registered; it is not itself the source of every contractual right, but it is a practical proof that the legal person exists. The statutory rule is set out in Article L. 210-6 of the French Commercial Code.

Before that date, a founder can act for the future company, but the founder does not disappear from the transaction. Article 1843 of the Civil Code provides that people who act in the name of a company in formation remain liable for the obligations created by those acts, with solidarity where the company is commercial. Its key sentence begins: “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 same article also allows the regularly registered company to take over the commitments, with the result that they are treated as having been made by the company from the beginning. Read the official text of Article 1843 of the Civil Code.

Article L. 210-6 uses even stronger language for commercial companies: the persons who acted before legal personality are “tenues solidairement et indéfiniment responsables” unless the registered company takes over the commitments. In plain English, the founder who signs a supplier agreement, a lease, an insurance policy, or a professional services engagement may be the person pursued for payment if the takeover is not valid. The fact that the founder intended to create an SAS does not, by itself, transfer the debt to an SAS that did not yet exist.

That distinction explains why the invoice and the contract must be drafted correctly. A document should identify the future company and state that the signer is acting “for and on behalf of [name], société en formation”. The French expression matters because it alerts the counterparty that a future substitution is contemplated while preserving the founder’s interim responsibility. A document that simply uses the future trading name as if the company already existed creates a more difficult file. It may be impossible to use the automatic takeover route, and a later decision may not cure every defect.

The recent case law is strict about this mechanism. In Commercial Chamber, 29 November 2023, no. 22-21.623, the Court of cassation explained that the person acting before registration remains responsible and connected the takeover rules to acts made “au nom” or “pour le compte” of the company in formation. The quoted French expressions mean “in the name of” or “for the account of”. The case is useful for a foreign founder because it shows that intention, terminology, and the legal route for takeover must be recorded rather than assumed.

A pre-incorporation expense is therefore not simply any payment made before the Kbis date. It is a payment or commitment that can be connected to the company’s formation or initial activity, made by a founder or authorised person, with evidence that the future company was the intended beneficiary. The category can include the cost of drafting or translating the articles, a legal notice announcing the incorporation, registry fees, professional advice, a registered-office or domiciliation service, business insurance, software, a domain name, initial marketing, equipment, or a supplier deposit needed to start the activity. A domiciliation service is a contractual registered-office service; it should not be confused with a residence right for the founder.

Other payments need more care. A founder’s private rent, holiday travel, immigration costs, family expenses, personal vehicle costs, or a property purchase are not converted into company expenses merely because the founder hoped to operate a business in France. A mixed expense must be separated and allocated. A flight to sign formation documents may contain a business component, but the company should not reimburse the founder’s entire private trip without a documented business purpose and a defensible allocation. The same reasoning applies to a laptop used both privately and for the company, a phone plan, meals, and home-office costs.

There is also a timing distinction. Before the articles are signed, the future associates can prepare an inventory of acts. After the articles are signed but before registration, a founder may act under a precise mandate. After registration, the company can adopt a resolution taking over an act that was not already covered. A payment made after registration is normally a company payment if the company is the contracting party, although a founder who advances money can still have a separate reimbursement claim. The special takeover rules matter most for commitments that arose while the company was still in formation.

Finally, the company’s legal identity must be kept separate from the administrative route. The Guichet unique is France’s one-stop online portal for business formalities, operated through the French National Institute of Industrial Property, known as INPI or Institut national de la propriété industrielle. INPI receives and transmits the filing; the competent authority examines the substance. The company’s registration in the RNE, the Registre national des entreprises, and the RCS does not automatically prove that every earlier payment was a company commitment. It proves a legal-personality milestone. The takeover file remains a separate corporate record.

B. Which expenses can be recovered, and what evidence must a foreign founder keep?

The strongest reimbursement file answers five questions for every line of expenditure: who paid, what was purchased, why the future company needed it, when the commitment was made, and which takeover route will be used. A foreign founder should create a numbered schedule before the articles are signed or, at the latest, before filing. The schedule should contain the date, supplier, description, contractual counterparty, amount excluding VAT, VAT amount where applicable, total amount, currency, euro conversion method, payment account, and intended takeover route.

The document trail should contain the original invoice, proof of payment, the relevant contract or order, and a short business-purpose note. If the supplier invoice is in English, that is not automatically a problem for the company’s internal accounts, but a French authority or a bank may request a translation in a particular context. The founder should preserve the original and, when a formal filing requires it, use a translation prepared in the format requested by the competent authority. Do not add an apostille to every commercial invoice by reflex: an apostille is a formality for certain public documents, not a universal condition for a private business expense.

For a payment made from a United States dollar, pound sterling, Swiss franc, or other foreign account, preserve the bank statement showing the debit, the exchange rate used, the date of conversion, and the euro amount booked by the company. If the bank statement combines several transactions, mark the relevant line and retain the payment confirmation. If a foreign parent company paid on behalf of an individual founder, identify the true creditor: the reimbursement may be due to the parent, the individual, or both under an internal arrangement. A company should not reimburse the wrong person merely because that person forwarded the invoice.

For professional fees, describe the work precisely. “Formation services” is weaker than an invoice showing preparation of the articles, review of the registered office, filing support, or preparation of the beneficial-owner declaration. A bénéficiaire effectif, or beneficial owner, is the individual who ultimately owns or controls the company. The declaration is a corporate compliance filing, not a personal immigration document. If an adviser’s work covers both company formation and the founder’s personal tax or immigration position, request an allocation between the two services before reimbursement.

For equipment, software, and subscriptions, record the asset or service, its useful business purpose, who received it, and whether it was delivered before or after registration. Equipment that will remain with the company should be transferred into the company’s records when the act is taken over. A recurring subscription should state whether the founder is asking for reimbursement of the pre-registration period only or for a continuing company subscription. A vague “startup costs” line is not a substitute for a supplier-by-supplier record.

For a French registered-office provider, insurer, bank, or professional adviser, verify the contracting party and the registration status of the provider. The BODACC, or Bulletin officiel des annonces civiles et commerciales, is the official bulletin that publishes certain civil and commercial notices. It is not a payment receipt, but it can help confirm a public notice or a corporate event where the timing matters. The official Service Public Entreprendre guide confirms that activity can begin before registration if documents identify the company as “société en cours de formation” and the acts are listed in an annex to the articles. See Service Public’s official guide to registering a company.

The legal notice and registry costs are normally the easiest to classify as formation costs, but they still need a payment record. The company should keep the notice order, the publication certificate, the registry or filing receipt, and the debit confirmation. A foreign founder who paid by card should keep the card statement and the receipt rather than relying on a screenshot of an online dashboard that may later disappear.

Tax and VAT evidence must be treated as a second layer, not as proof of corporate takeover. The French tax administration explains that input VAT is deductible only under the applicable timing, invoice, business-use, and deduction-coefficient rules. Its official guidance on VAT deductions is available at impots.gouv.fr: how to deduct VAT on purchases. A company may therefore take over a qualifying expense while the VAT recovery still depends on the supplier invoice, the company’s VAT position, the date VAT became chargeable, and the nature of the expense. Reimbursement and VAT deduction are related but not identical questions.

For corporate income-tax bookkeeping, formation costs and first-establishment costs may be treated under the accounting and tax rules applicable to the company’s regime. The official tax doctrine describes formation costs as including registration duties, deed costs, professional fees, and legal publication costs, with the accounting treatment depending on the nature of the expenditure. Consult the official BOFiP guidance on establishment costs, the BOFiP being the French tax administration’s published tax doctrine. The company should not treat a founder reimbursement as a dividend or salary simply because the founder receives money; it should classify the underlying expense and the reimbursement correctly in the accounts.

A practical evidence pack for a foreign founder should include:

• the signed articles and the version of the pre-registration acts schedule attached to them;
• each contract showing the future company’s name and the words “société en formation” where appropriate;
• the precise mandate for commitments made between signature of the articles and registration;
• original invoices, payment proofs, bank statements, currency conversions, and receipts;
• business-purpose notes and an allocation for mixed personal and business costs;
• translations or corporate authority documents requested by a bank, INPI, the greffe, or the tax administration;
• the Kbis and RNE registration information showing the company’s registration date;
• the post-registration resolution or decision approving the takeover and authorising reimbursement; and
• the accounting entry, payment instruction, and proof that the reimbursement reached the correct creditor.

This file is also valuable if a bank performs a source-of-funds review. The company’s bank may ask why a foreign person paid formation costs, how the capital was funded, and who ultimately controls the company. A coherent schedule helps distinguish a genuine founder advance from an unexplained transfer. It does not replace the bank’s anti-money-laundering checks, but it prevents the company from presenting a series of disconnected payments.

II. How should the company assume the expense and reimburse the founder after registration?

A. How do the three takeover routes work for an SAS, SASU or SARL?

French company law provides three practical routes for taking over pre-registration commitments. The route depends on the date of the act and the corporate form, but the common principle is that the act must be identifiable and legally connected to the company in formation. The three routes should be planned before filing rather than reconstructed months later.

First route: an act made before the articles are signed. For a SARL, the official text of Article R. 210-5 of the Commercial Code requires an inventory of acts made for the company in formation, with the resulting commitment for each act, to be presented to the associates before the articles are signed. The statute states: “Cet état est annexé aux statuts, dont la signature emporte reprise des engagements par la société, lorsque celle-ci a été immatriculée au registre du commerce et des sociétés.” In English, the signed articles incorporate the listed commitments, and registration then makes the company take them over.

For a foreign founder forming an SAS, the equivalent rule appears in Article R. 210-6 of the Commercial Code. The act schedule is made available to shareholders and attached to the articles; the wording provides that the signature of the articles carries takeover when the company has been registered. The provision also allows the articles or a separate act to give a mandate, provided the commitments and their modalities are determined. An SAS is a société par actions simplifiée, or simplified joint-stock company. An SASU is its one-member form.

The schedule should be specific. “All costs incurred for the business” is poor drafting because it does not identify the supplier, the amount, the date, or the obligation. A better entry is: “Invoice 2026-014, French legal adviser, preparation and filing of SAS articles, €2,400 excluding VAT, paid by the founder on 12 August 2026, to be taken over on registration.” If the founder paid for a laptop, the entry should identify the model, supplier, price, delivery, and whether the laptop is transferred to the company or merely used under another arrangement.

Second route: an act made after the articles are signed but before registration. The founders can give one or more persons a mandate to make commitments for the future company. The mandate may appear in the articles or a separate act. It must identify the nature and the main terms of the proposed commitment. The phrase “all acts necessary for the business” may be too broad where the founder then signs an expensive long-term service contract. A budget ceiling, supplier, duration, type of service, and commercial purpose make the mandate easier to defend.

Article R. 210-5 describes this for a SARL and Article R. 210-6 does so for a company by shares. The relevant Article R. 210-6 wording is: “Sous réserve qu’ils soient déterminés et que leurs modalités soient précisées par le mandat, l’immatriculation de la société au registre du commerce et des sociétés emporte reprise de ces engagements.” The English meaning is that registration takes over the commitments only if the mandate identifies them sufficiently and states their modalities. A foreign founder should sign and retain the mandate before signing the supplier contract, not create it after a dispute has begun.

Third route: an express decision after registration. If the act was not correctly listed and was not covered by a precise mandate, the associates can decide after registration to take it over, in accordance with the majority rule in the articles or the applicable default rule. For an SASU or EURL, the sole shareholder records the decision in the special decisions register. An EURL is an entreprise unipersonnelle à responsabilité limitée, or one-member limited-liability company. The resolution should identify each act separately, state that it was made for the company in formation, approve the takeover, and authorise the accounting entry and reimbursement.

The Court of cassation has repeatedly refused to treat a vague later payment as enough. In Commercial Chamber, 6 December 2005, no. 03-16.853, it stated that “la reprise d’engagements pris au nom d’une société en formation ne peut résulter que” from one of the specified statutory mechanisms. The Court rejected the argument that all future associates’ participation in signing a lease and their later approval automatically created a valid takeover. The lesson for a reimbursement file is simple: attach the act schedule, evidence of the mandate, or a clear post-registration resolution.

In Commercial Chamber, 13 December 2011, no. 11-10.699, the Court held that a decision lacked a legal basis because it did not establish one of the required formalities. Its published summary refers to the absence of “l’accomplissement régulier” of the legal formalities. The Court rejected the idea that a partial reimbursement and a later leasing arrangement, considered together, automatically proved an implicit takeover. A company that pays a founder after registration should therefore first record the legal basis for the liability and the takeover; the bank transfer alone is not the corporate decision.

The rule has been reaffirmed recently. In Commercial Chamber, 18 June 2025, no. 24-14.311, the Court stated: “La reprise d’un acte accompli au cours de la période de formation d’une société ne peut résulter du seul accord ou de la seule volonté” of the parties to substitute the company for the original signatory. The Court required compliance with the statutory and regulatory rules governing takeover. This is a current warning for a foreign founder who believes that a signed Kbis, an invoice marked “paid”, or an email from the future directors is enough.

Once the takeover route is valid, the act is treated as having been undertaken by the company from the beginning. That retroactive effect protects the founder against the supplier for the transferred commitment and places the expense in the company’s accounts. It does not erase a separate personal act that was never made for the company, does not transform a private expense into a business expense, and does not authorise the company to reimburse an amount that cannot be evidenced.

A simple takeover schedule can be built as follows:

Date	Supplier and act	Amount	Paid by	Takeover route
Before articles	Formation adviser invoice	€2,400 + VAT	Foreign founder	Schedule annexed to articles
After articles	Business insurance policy	€720	Foreign founder	Precise mandate
After registration	Unlisted translation invoice	€480	Foreign parent	Express shareholder decision

The table is not a substitute for the contract, invoice, or resolution. It is a control document that lets the company reconcile the corporate act, the bank payment, the creditor, the accounting entry, and the reimbursement beneficiary.

B. What should the foreign founder do if the company refuses reimbursement or the document is defective?

The first step after receiving the Kbis is not to send an unexplained reimbursement. Obtain the registration evidence, confirm the company’s exact name and registration number, and have the shareholders or competent corporate body adopt the takeover decision. The decision should specify the act, the amount, the original payer, the supplier, the date, and the reason the expense served the company. It should also authorise the manager or president to book the liability and pay the founder’s claim.

The accounting treatment may be a payable to the founder or a shareholder current account. A compte courant d’associé is a recorded advance or loan account between an associate and the company; it is not the company’s share capital. The entry should show the underlying expense and the creditor. A later reimbursement then reduces the payable. If a foreign parent company, rather than the founder, paid the invoice, the corporate records should identify whether the parent has a claim against the French subsidiary, whether the founder is only an intermediary, and whether a separate intercompany agreement is needed.

Use the correct bank details and preserve the payment confirmation. For a foreign account, record the transfer date, euro amount, currency, exchange rate, bank charges, and beneficiary. The reimbursement should reflect the approved and evidenced amount. It should not include a discretionary “thank you” payment or a round sum that disguises remuneration. If the president or manager also receives salary, fees, dividends, or benefits, keep those transactions separate. The URSSAF, the French organisation that collects much of the social-security contributions, may examine whether a payment described as an expense reimbursement is actually remuneration. Proper evidence is therefore both a corporate and a payroll safeguard.

If the company refuses, classify the refusal before choosing a remedy. There are at least four different disputes:

• the company denies that the expense served its business;
• the company accepts the expense but says there was no valid takeover;
• the company disputes the amount, VAT, currency conversion, or payment beneficiary; or
• the supplier is pursuing the founder because the company never validly assumed the underlying contract.

Send a formal written demand with the schedule, invoices, payment proofs, registration evidence, and the proposed resolution. The demand should distinguish the internal reimbursement claim from the external supplier contract. It should state the amount requested, the date of the takeover decision, the bank account for payment, and a reasonable deadline. A founder should not simply debit the company’s account without authority; that can create a new dispute about misuse of company funds.

If the supplier is demanding payment from the founder, the immediate issue is the takeover of the contract, not merely the founder’s reimbursement. Article 1103 of the Civil Code states: “Les contrats légalement formés tiennent lieu de loi à ceux qui les ont faits.” In English, a valid contract binds the parties who made it. The founder should show the supplier the takeover decision and the statutory basis, but should not assume that a post-registration decision automatically releases the founder toward every third party in every procedural posture. The exact contract wording and the takeover route must be reviewed.

Where the company or a supplier has failed to perform, Article 1217 of the Civil Code lists possible remedies including suspension, forced performance, price reduction, termination, and damages. The text says that the party facing non-performance may “demander réparation des conséquences de l’inexécution”. See the official text of Article 1217 of the Civil Code. Article 1231-1 adds that the debtor may owe damages for non-performance or delay unless force majeure is established; see Article 1231-1 of the Civil Code. These provisions do not replace the company-law takeover rules, but they may matter once the correct debtor and contract have been identified.

If the filing was rejected or remains incomplete, do not treat the rejection as a reason to backdate documents. The INPI’s official FAQ says that the reasons for a rejected creation filing are available in the Guichet unique dashboard and that the applicant can submit the file again after resolving the stated reason. See INPI’s official FAQ on a rejected business-formality file. This is different from a voluntary takeover after registration: the founder must first correct the creation file, obtain registration, and then apply the appropriate corporate route to the earlier expense.

The general administrative rule in Article L. 114-5 of the Code of Relations between the Public and the Administration is that, when an administrative request is incomplete, the administration identifies the missing information and sets a time for supplying it. The text begins: “Lorsqu’une demande adressée à l’administration est incomplète, celle-ci indique au demandeur les pièces et informations manquantes.” The official provision is available at Article L. 114-5 of the CRPA. A founder should nevertheless follow the specific notice and dashboard instructions issued for the company formalité, because the Guichet unique and the competent registry may use sector-specific procedures.

If the company has been registered but a director, address, or other corporate fact has not been correctly recorded, the solution may require a separate correction or modification filing. Article L. 123-3 of the Commercial Code allows the judge, in the circumstances set out by the text, to order the required registration, rectification, or removal of an entry. It is not a substitute for a reimbursement resolution, but it shows why the company’s public record should be corrected rather than left inconsistent. The official text is at Article L. 123-3 of the Commercial Code.

Publication and registration also affect what the company can assert against third parties. Article L. 123-9 provides that facts and acts subject to registration cannot generally be opposed to third parties or public administrations until the relevant publication has been made, although those third parties may rely on them. See Article L. 123-9 of the Commercial Code. For a foreign investor, this is why the Kbis, RNE information, articles, takeover resolution, and beneficial-owner filing should tell the same story.

When an act is defective, the founder should not silently alter the old invoice or ask a supplier to issue a false backdated document. Preserve the original, ask the supplier whether a new post-registration contract is commercially possible, and prepare a corporate decision that accurately describes what happened. If the original act was not made for the company in formation, the company may be able to enter into a new contract or reimburse a genuine documented advance under a different legal basis, but the result cannot be presumed. The recent decision in no. 24-14.311 is a direct warning against relying on the parties’ mere will to substitute the company for the original signer.

A foreign founder should use this practical sequence:

1. freeze the original documents and do not edit invoices, receipts, or bank statements;
2. obtain the rejection notice, registration certificate, Kbis, and RNE information;
3. separate formation costs, operating commitments, capital contributions, personal costs, and mixed costs;
4. match every payment to a contract, invoice, bank debit, currency conversion, and business purpose;
5. identify whether the act predates the articles, falls under a mandate, or needs a post-registration resolution;
6. obtain a precise shareholder or sole-shareholder decision identifying each act and the reimbursement creditor;
7. post the accounting entry and keep the takeover decision with the first accounting records;
8. pay the approved amount through a traceable bank transfer, with the correct currency and beneficiary;
9. keep a separate file for VAT, corporate tax, payroll, and social-security classification; and
10. send a formal demand or defend the founder against a supplier only after the contractual and corporate positions have been reconciled.

The strongest file is not the longest one. It is the file in which the future company’s identity, the act’s date, the founder’s authority, the business purpose, the takeover route, the amount, and the payment trail are consistent. For a foreign founder, translations and currency evidence make that consistency visible to the French registry, bank, accountant, tax administration, and any court that later has to decide who was bound.

Conclusion

A foreign founder may recover genuine pre-incorporation expenses after a French company is registered, but the Kbis is the start of the reimbursement process, not the end of it. The founder must show that the expense was made for the company in formation, preserve the underlying evidence, and use the correct takeover route: an act schedule attached to the articles, a sufficiently precise mandate, or an express post-registration decision. The company can then record the liability and reimburse the correct creditor while treating VAT, corporate tax, payroll, and social-security questions separately.

The risk is highest where a founder signed in the future company’s name without using “société en formation”, where the mandate was vague, where the payment came from a foreign parent, or where a later bank transfer is being treated as an implied takeover. A clean schedule prepared before filing, followed by a documented corporate decision after registration, is the most defensible route.