Replacing the person responsible for a French branch is often treated as a small administrative update. For a foreign company, that approach is risky. The branch, known in French as a succursale, may have no separate legal personality, yet its registered representative is the person whom French banks, employees, customers, suppliers, tax officers and courts expect to be able to contact. A gap between the parent company’s decision and the public register can therefore interrupt payments, delay a bank compliance review, or make a newly appointed manager unable to prove his or her authority.

The operation is not the incorporation of a new French company. It is a change affecting an existing establishment of the foreign parent. The parent company remains the contracting party and remains responsible for the branch’s obligations. The practical task is to document the appointment abroad, declare the new representative through the French business formalities portal, obtain an updated extrait Kbis (the official company registration extract), and transfer operational control without losing evidence of earlier decisions.

This guide is for a foreign company that already operates a registered branch in France and wants to replace its French representative while the parent remains abroad. It explains the distinction between the branch and the person who runs it, the documents to prepare, the INPI route, the one-month filing target, and the handover of tax, payroll, banking and litigation responsibilities. A liaison office, a French subsidiary, a tax representative and an individual moving to France follow different rules.

For the wider framework of doing business in France through a foreign company, this article should be read as the procedure-focused complement to the firm’s broader business-law hub.

I. What changes when a foreign company replaces its French branch representative?

A. Is the French branch a separate company, and what does the representative actually do?

A French branch is an establishment through which the foreign company conducts business in France. It can have premises, staff, a French bank account, a separate commercial name and French tax registrations, but those practical features do not by themselves create a new legal person. The French Government’s official explanation describes a branch as a permanent structure without its own legal personality or separate patrimony, directed by a legal representative and attached to the foreign head office. That distinction matters at the moment of replacement: the company is changing the person authorised to act in France, not transferring the branch to a new owner.

The registration framework reflects this structure. Article L. 123-1 of the French Commercial Code includes commercial companies whose registered office is outside France but which have an establishment in France within the scope of the French registre du commerce et des sociétés (RCS, the Commercial and Companies Register). The branch is therefore visible through the parent company’s French registration file. The Registre national des entreprises (RNE, the National Register of Enterprises) also receives the relevant business data through the unified filing system.

The register should identify a person who can engage the foreign company in France. The current text of Article R. 123-54 of the French Commercial Code requires information about people who have the power to manage, conduct or habitually engage a company. The wording used by the provision is “pouvoir de diriger, gérer ou engager à titre habituel la société”. The English equivalent is not merely a local contact person. It is a public declaration of authority.

The representative’s exact powers depend on the foreign parent’s law, its constitutional documents, the appointment resolution, any power of attorney, the branch’s registered particulars and the way the person actually operates. One representative may sign employment documents and routine customer contracts; another may have a broad delegation covering litigation, tax filings, banking and regulated activity. The title on the Kbis does not replace a careful authority matrix. A bank or counterparty may still request the parent’s resolution and a separate power of attorney before accepting a high-value transaction.

French case law illustrates both sides of the position. In its decision of 19 January 1988, appeal no. 86-11.080, the Commercial Chamber of the Cour de cassation accepted that the person shown as “responsable en France” could make a procedural declaration for the foreign company. The decision is available on Légifrance, Cour de cassation, Commercial Chamber, 19 January 1988, no. 86-11.080. The decision did not turn the branch into a separate company; it recognised the representative’s procedural capacity for the foreign company. That is why an outdated register can create a real operational problem even though the parent company remains unchanged.

The replacement should also be distinguished from three other roles:

• Branch representative: the person declared as having the relevant management or engagement role for the French establishment.
• Tax representative: a role that may be required for particular VAT or tax situations. It is not automatically the same person as the branch representative.
• Filing agent: a lawyer, accountant or corporate-services provider authorised to submit the modification. A filing mandate does not, by itself, appoint that provider as the branch representative.

The official description of the Guichet unique’s management and direction fields expressly lists “Représentant social en France d’une entreprise étrangère” and explains that a power describes a person’s capacity to act in the name and on behalf of the enterprise. This is useful when the incoming person will live outside France or when the parent wants a local employee, an executive of another group company or a professional mandate-holder to perform different functions. The portal data must match the legal reality rather than the job title used internally.

B. Which corporate decision and handover documents must be prepared abroad?

The first document should be a clear decision of the foreign parent. Depending on the parent’s legal form and home-country rules, it may be a board resolution, shareholder resolution, written director decision or another act of the competent organ. It should identify the branch by its legal name, French address, SIREN (the nine-digit French enterprise identifier) and, where helpful, SIRET (the fourteen-digit establishment identifier). It should record the outgoing representative’s departure, the incoming representative’s appointment, the effective date, the duration if limited, and the scope of authority.

The decision should not say only “appoint a country manager”. It should answer operational questions that will later arise in France:

• Can the incoming representative sign customer and supplier contracts?
• Can the representative open, close or operate French bank accounts?
• Can the representative hire, discipline and terminate employees?
• Can the representative file tax, VAT and social-security declarations?
• Can the representative instruct lawyers, settle claims and receive service of process?
• Are signatures alone sufficient, or is a joint signature required above a threshold?
• Does another group company or person retain a power that must also be declared?

Prepare a separate authority schedule if the resolution is broad. It should state whether powers are general or limited, whether they may be delegated, and whether the representative may act for the parent outside the branch. This document is not necessarily filed in full, but it prevents the Kbis entry, the parent resolution and the bank mandate from contradicting one another.

The identity pack should be assembled before the online filing begins. It normally includes the incoming person’s full legal name, former name where relevant, nationality, date and place of birth, personal address, identity document and acceptance of the appointment. If the incoming representative is a legal entity, gather its legal name, legal form, registered office, foreign registration number and the identity of the person authorised to represent it. The identity fields should be consistent in every document. A difference in transliteration between a passport, foreign registry extract and appointment resolution is a common cause of a request for correction.

For a parent incorporated outside the European Union or the European Economic Area, check the additional information required about the foreign law and foreign public register. Article R. 123-57 of the Commercial Code deals with certain European Union and European Economic Area companies and refers to a reduced set of declarations. Article R. 123-58 provides that a comparable company from outside those areas must also declare the law governing it and, where the foreign law provides for it, the place and number of its public registration. This classification is not a reason to guess. The parent’s jurisdiction and legal form should be confirmed before the filing is signed.

Foreign documents may need a French translation, certification, legalisation or apostille depending on their origin and the document requested. Article R. 123-112 of the Commercial Code requires foreign-company documents filed for a French establishment to be translated where necessary and certified by the foreign legal representative or the person with power to engage the company in France. The text refers to documents “traduites en langue française”. Article R. 123-113 applies a comparable document rule in the situations covered by that provision and expressly contemplates an electronic filing through the unified body.

The parent should therefore prepare:

• the signed appointment and removal decision, with its effective date;
• the current foreign constitutional documents and foreign registry extract, if the filing route requests them;
• a French translation prepared in the form accepted by the relevant authority;
• the incoming representative’s identity and address documents;
• the outgoing representative’s resignation, removal or end-of-mandate evidence;
• the power of attorney for the French filing agent, if one is used;
• the branch address evidence and any document showing continued use of the premises;
• a beneficial-owner review, because a change of representative can coincide with a change of control, but does not automatically change the beneficial owner; and
• a handover schedule covering contracts, claims, bank access, tax accounts, employees, digital credentials and company records.

The premises check is important when the parent is abroad. Article L. 123-11 of the Commercial Code requires a legal entity seeking registration to justify its right to use its premises, including the French agency, branch or representation where the head office is abroad. A representative change does not normally change the branch address, but a filing can expose an old lease, expired domiciliation contract or inconsistent address. Resolve that issue before the greffe, the registry court office, asks for an explanation.

Finally, check the beneficial-owner file separately. Article L. 561-46 of the Monetary and Financial Code concerns the declaration of information about beneficial owners, including their identity, personal address and control arrangements. A representative is not automatically a beneficial owner. If the outgoing person was also declared because he or she exercised control, or if the parent’s ownership has changed, the representative filing should be coordinated with a beneficial-owner amendment rather than left incomplete.

II. How do you file the change through INPI and protect the branch after the Kbis update?

A. Which form, deadline, foreign documents and Kbis entries must be filed?

French business modifications are now submitted through the unified business formalities portal operated by the Institut national de la propriété industrielle (INPI, the National Institute of Industrial Property). The official Service-Public guidance on creation, modification and cessation confirms that foreign companies wishing to conduct business in France fall within the unified system. The practical objective is not to send a loose letter to the old paper centre for business formalities. Start a modification of the existing French registration and let the portal route the file to the competent bodies.

The statutory framework points in the same direction. Article R. 123-35 of the Commercial Code states that where the head office is abroad, registration is requested through the unified body and connected to the court in the area of the first French establishment. Article R. 123-1 describes the unified body as receiving the single file for creation, modification and cessation formalities, including beneficial-owner information. The portal is therefore the entry point, while the INPI, the RNE, the registry court, tax authorities and social bodies perform their respective validation or registration tasks.

Use the French branch’s existing SIREN to identify the enterprise. Select the modification route, then the relevant establishment and the management or direction field. The exact label may refer to the representative of the foreign company in France rather than to a French director. If the branch has several establishments, confirm that the person is being changed on the correct establishment record. A filing on the parent’s foreign registration or on a French subsidiary’s SIREN will not update the branch’s Kbis.

INPI’s practical instructions state that an information change concerning a company must be the subject of a modification formalité within one month. The INPI page on modifying a company uses the expression “dans un délai d’un mois suivant le changement” and specifically lists adding, modifying or removing a person involved in management or direction. The filing date should therefore be planned from the effective appointment or removal date, not from the date on which the parent eventually notices that the Kbis is old.

The same one-month logic appears in Article R. 123-105 of the Commercial Code, which provides that acts, deliberations or decisions modifying documents filed at incorporation are deposited “dans le délai d’un mois à compter de leur date”, subject where relevant to publication of the prescribed notice. For a branch, the portal and registry may request a tailored document set rather than a full restatement of the parent’s constitutional file. Treat the one-month period as the internal deadline and file promptly when the change is effective.

A legal notice in a journal habilitated to receive legal announcements is not a box that should be checked automatically for every individual change. The need depends on the entry being changed and on the publication rules applicable to the parent or branch. Article R. 210-9 of the Commercial Code provides that when a published notice becomes obsolete because of a statutory or other corporate decision, the change is published under the applicable notice rules and the old and new information are shown. Ask the portal, the competent greffe or the CCI formalities service to confirm whether the particular representative change requires a separate notice. Do not substitute a newspaper notice for the INPI modification.

At the upload stage, label the documents so that the reviewer can connect them to the change:

1. “Parent decision — removal of outgoing representative”.
2. “Parent decision — appointment of incoming representative”.
3. “Incoming representative — identity and address”.
4. “Foreign company — current registration and constitutional documents”.
5. “French translation and certification evidence”.
6. “Power of attorney — filing agent”, if applicable.
7. “Branch address — continued right of use”, where requested.
8. “Additional explanation”, containing a short timeline and an authority table if the change is complex.

Do not overload the file with contradictory documents. If the incoming person is appointed on 1 September but the parent resolution uses 15 September as the effective date, explain which date controls. If the outgoing person remains authorised for litigation but loses bank power, state that split clearly. If the parent wants two representatives to act jointly, the declaration and the bank mandates should use the same wording.

The form should update the public identification of the representative, but it does not rewrite the parent’s history. The branch keeps its SIREN and normally keeps its SIRET, commercial contracts, employment relationships, tax account and accounting records. The updated Kbis is evidence of the current registered position; it is not a release of earlier liabilities and it is not a substitute for the parent’s corporate resolution.

After submission, save the electronic receipt, the file number, every request for additional information and every version uploaded. The unified system can transmit the file to the relevant authorities, and Article R. 123-7 of the Commercial Code describes electronic transmission of information and documents to the bodies responsible for business registers and validation. A request for additional evidence is not a reason to create a second modification with a slightly different date. Answer the first file or withdraw it through the prescribed process.

Once the change is accepted, order an updated Kbis and compare it line by line with the parent decision. Check the branch name, address, foreign parent, French identifiers, representative’s name, role and effective information. Also check the RNE record and the French business directory where relevant. If the Kbis still shows the outgoing person, the change is not operationally complete even if the portal displays a receipt.

B. How should the outgoing and incoming representatives manage liability, tax, payroll, banks and evidence?

The handover should be treated as a controlled transition, not as a single signature. Set a cut-off date and create a document signed by the parent, the outgoing representative and the incoming representative where cooperation is possible. The document should list open commitments, pending signatures, claims, inspections, employee matters, tax deadlines, bank instructions, insurance notifications and access credentials. If the outgoing person will not cooperate, create a unilateral inventory from the parent’s records and preserve evidence of the requests made for return of documents and access.

The parent company remains responsible for the branch’s obligations. The appointment of a new representative does not transfer historical contracts to the new individual and does not erase a breach that occurred before the effective date. It also does not automatically make the incoming person personally liable for every branch debt. Personal exposure depends on the conduct, the applicable liability rules, the authority actually exercised and any specific delegation.

Criminal compliance deserves particular care. In Cour de cassation, Criminal Chamber, 23 May 2018, appeal no. 17-82.456, the court examined the role of a branch manager who held a safety delegation. It upheld the reasoning that the relevant fault was “commise, pour son compte, par son représentant”, meaning committed on behalf of the company by its representative. The case concerned a workplace accident, not a routine registration change, but the lesson is practical: the incoming representative must receive the authority, resources and information necessary to perform the duties that the parent assigns.

Article 121-2 of the French Penal Code provides that a legal entity can be criminally responsible for offences committed on its behalf by its organs or representatives, without excluding the liability of individuals who are authors or accomplices. The handover file should therefore identify safety responsibilities, regulated-activity licences, environmental obligations, data-protection contacts and all delegations that remain active. Revoking a person’s title on the Kbis is not the same as revoking every power of attorney or access right.

Tax files must be updated with the same discipline. A French branch may constitute an establishment stable, or permanent establishment, for tax purposes, but that conclusion depends on the facts and the applicable tax treaty. The official French tax administration page on permanent establishments in France describes a fixed place of business or a dependent agent in France with power to engage the company as a usual indicator. It also explains that the domestic tax analysis uses the concept of an enterprise operated in France and that tax treaties must be checked.

Article 209, I of the General Tax Code provides that French corporate-tax profits are determined by taking into account profits realised in businesses operated in France, subject to the statutory and treaty rules. The incoming representative should receive access to the professional tax account, the correspondence history, VAT filings, corporate-tax calculations, payment mandates, tax audits and the contact details of the relevant service des impôts des entreprises (SIE, business tax office). The parent should confirm whether the outgoing representative remains authorised to receive tax notices during a transition period.

The tax position is not theoretical. In Cour de cassation, Commercial Chamber, 15 February 2023, appeal no. 21-13.288, the court stated that a foreign company operating in France through a permanent establishment is subject to the accounting obligations arising from the relevant General Tax Code provisions. A replacement that leaves the accounting archive, French invoices or transfer-pricing support with the outgoing representative can therefore create a problem for the foreign parent, even if the branch’s Kbis is updated correctly.

VAT should be checked separately. A branch with a French establishment does not automatically use the same VAT treatment as a foreign company without a French establishment. Review the French VAT number, filing frequency, intra-Community transactions, customs authorisations and any tax representative or mandate. Notify the tax office or service provider of the new contact and change online credentials. A change of representative is not, by itself, a new VAT registration, but a portal or tax-account contact that still points to the former person should be corrected.

Payroll and social-security records also need a documented transition. The branch’s employees are generally employed by the foreign company through its French establishment, not by the individual branch representative personally. The change of representative does not alone transfer employment contracts. It does require a review of who can sign payroll instructions, employment amendments, disciplinary letters, termination documents and declarations to the URSSAF (the body collecting French social-security contributions).

Article L. 1221-10 of the French Labour Code provides that “L’embauche d’un salarié ne peut intervenir qu’après déclaration nominative”, a named declaration before hiring. The rule is about the employer’s compliance, not about changing the person shown on the Kbis. During the handover, verify the payroll provider’s mandate, the déclaration sociale nominative (DSN, the recurring social declaration), the déclaration préalable à l’embauche (DPAE, the pre-hire declaration), workplace-safety responsibilities, employee representative contacts and the person authorised to access the URSSAF account.

Banking is usually the first visible operational test. Send the bank the updated Kbis, parent resolution, incoming representative’s identity documents and the bank-specific signature mandate. Request removal of the outgoing person from online banking, payment approval, card administration and account-recovery channels. Do not assume that the Kbis alone proves every banking power. A bank may require a notarised or legalised parent resolution, an apostille, a French translation or a fresh beneficial-owner questionnaire.

Use the same package for major customers, suppliers, insurers, landlords, payment processors and public authorities. The notice should state the effective date, the new contact details, the scope of authority and the documents available on request. Avoid sending personal data more widely than necessary. A counterparty may need the Kbis and the appointment resolution, but not the outgoing person’s full personal address.

The digital handover should be explicit. Revoke or rotate:

• French professional tax-account access and delegated permissions;
• URSSAF, DSN and payroll-provider access;
• bank, payment-service and electronic-signature credentials;
• the branch email account, domain administration and cloud storage;
• the INPI or filing-agent account used for the modification;
• insurance portals, customs accounts and regulated-activity platforms;
• law-firm, accountant and company-secretarial mandates; and
• physical seals, signed blank forms, keys, company devices and archived registers.

Keep a read-only copy of the outgoing representative’s correspondence, signed contracts, accounting records and litigation files. Record the date on which each access was revoked and the person who approved the change. If a dispute later concerns whether a contract was signed before or after the replacement, the parent will need evidence that is more precise than the updated Kbis.

A representative change can also expose a hidden mismatch between a branch and a subsidiary. A subsidiary is a separate French legal person, often a SAS or SARL, with its own shareholders, directors, capital and Kbis. A branch remains attached to the foreign parent. If the commercial plan now requires ring-fenced liability, French investors, a separate balance sheet or a new management structure, the parent may need to consider a subsidiary separately. Appointing a new branch representative does not convert the branch into a subsidiary and does not create limited liability for the parent.

When the outgoing representative is in conflict with the parent, use a two-track plan. First, pass and preserve the parent decision and file the change. Second, protect the business: notify banks, secure premises and data, preserve customer communications, revoke mandates and obtain urgent legal assistance if access to assets or evidence is being withheld. If the branch is facing a claim or an inspection, the new representative should not assume that a pending Kbis update suspends a deadline. The branch must continue to answer courts, employees, creditors and tax authorities while the register is being corrected.

The following timeline is a practical control, not a substitute for the portal’s instructions:

Moment	Action	Evidence to retain
Before the decision	Confirm parent authority, branch SIREN, establishment address, current Kbis and the incoming person’s intended powers.	Current Kbis, RNE record, constitutional documents and authority matrix.
Decision date	Remove the outgoing representative and appoint the incoming person with a precise effective date.	Signed parent resolution, acceptance and removal evidence.
Within one month	Submit the modification through the INPI unified portal, upload translations and powers, and answer requests.	Electronic receipt, file number, uploads and correspondence.
Acceptance	Order the updated Kbis and compare it with the decision; check the RNE and branch identifiers.	New Kbis, RNE extract and registry notifications.
Immediately after acceptance	Update banks, tax, VAT, URSSAF, payroll, insurers, counterparties and digital permissions.	Notifications, access-revocation log, bank confirmation and handover certificate.
After the transition	Review open contracts, claims, filings and deadlines under the incoming representative’s authority.	Signed checklist, outstanding-matters register and periodic compliance review.

The safest completion test is functional rather than cosmetic. A branch has not completed the change merely because a parent resolution exists, and it has not completed it merely because the online receipt has been issued. The change is complete when the French register is accurate, the incoming representative can demonstrate authority, the outgoing person’s access is controlled, and the parent can prove who was responsible for each action during the transition.

Conclusion

To change the representative of a French branch from abroad, the foreign parent should first adopt a precise corporate decision, then prepare a consistent identity, translation and authority file. The modification should be submitted through the INPI unified business formalities portal using the branch’s existing French identifiers, with the internal one-month deadline calculated from the effective change. The parent should not confuse the filing agent, tax representative and branch representative, and it should not treat a Kbis update as a release from historic liabilities.

After acceptance, obtain the new Kbis, verify the RNE information and complete a documented handover of contracts, litigation, tax, VAT, payroll, URSSAF, banking and digital access. The foreign company remains the legal and economic centre of the branch. The incoming representative needs genuine authority and resources, while the outgoing representative’s historic acts and records must remain traceable.

Where the parent is changing the representative because of a dispute, a blocked bank account, an inspection, unpaid social contributions, an employee conflict or a threatened claim, the registration filing should be coordinated with an immediate risk review. The right document, filed with the right authority and followed by a controlled handover, is what makes the new Kbis useful in practice.

For further verification, consult the INPI guidance on company modifications, the Guichet unique description of representatives and powers, the Service-Public explanation of the unified formalities portal and the official statutory and case-law links cited above.

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