A foreign founder may have a paying customer before the French company’s Kbis has arrived. The practical question is not simply whether an invoice can be sent. It is whether the document identifies the right legal actor, whether the underlying customer engagement can later be taken over by the registered company, and whether the VAT treatment has been chosen without inventing an identification number. The Kbis is the extract issued by the commercial court registry, known as the greffe. It proves the company’s registration, but registration itself is what gives a French company legal personality. A SIREN is the nine-digit enterprise identifier; a SIRET is the fourteen-digit establishment identifier; neither should be guessed while the file is pending.
French official guidance accepts that activity may start before registration, provided the documents state « Société en cours de formation » (“company in the process of formation”). This does not give an unregistered company the same legal capacity as a registered one. The founder, an authorised representative or the future managers must organise the act so that the future company can take it over. The invoice, customer contract, service evidence, tax position and payment trail must tell the same story. This guide addresses a business owner or overseas group building a French company. It does not address an individual relocating to France or a property purchase.
I. Can a French company issue an invoice before receiving its Kbis?
A. What does “société en formation” mean for a foreign founder?
The first distinction is between the company’s formation project and its legal personality. A foreign founder can agree the commercial project, sign draft articles of association, pay formation expenses and prepare customer work before the registration extract is available. The future entity is commonly described as a société en formation or société en cours de formation. Those expressions describe a legal transition. They do not create a separate person capable of contracting in its own name before registration.
Article 1842 of the French Civil Code sets the starting point in precise terms: « 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. » In English, companies covered by that provision acquire legal personality from registration. The full provision is available in the official text of Article 1842 of the Civil Code on Légifrance. The relevant event is the company’s registration, not the date on which the founders first discussed the business, signed a draft or opened a website.
The Kbis sits one step later in the evidence chain. The Institut national de la propriété industrielle (INPI, the French industrial property and business-formalities authority) explains that the Kbis is the official extract issued by the greffe and proves the company’s legal existence. The RNE, or Registre national des entreprises (National Register of Enterprises), is the national register fed through the one-stop formalities portal. An RNE attestation, a SIREN notification or an INPI dashboard message may be useful while the Kbis is pending, but each document answers a different question. The official INPI explanation of Kbis, RNE and company-existence documents should be kept with the incorporation file.
That difference matters when a customer asks, “Who is my contractual counterparty?” A document that says only “ABC France SAS” may suggest that ABC France already exists as a legal person. A document that says “ABC France SAS, société en cours de formation, represented by Jane Smith, acting on behalf of the company in formation” tells the customer that the founder is acting during the interim period. The exact registered name, intended legal form, planned registered office and representative’s capacity should match the draft articles. If the name later changes, the customer file should contain an explanation and, where necessary, a replacement or novation document rather than a silent alteration.
Article 1843 of the Civil Code allocates the interim risk. It 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. » This exact wording appears in the official version of Article 1843 of the Civil Code. For a commercial form such as a SAS, a simplified joint-stock company, or a SARL, a private limited-liability company, the founder’s exposure is therefore not a theoretical footnote. Until a valid takeover occurs, the person who acted can remain jointly responsible for the obligations.
Article L. 210-6 of the Commercial Code uses even stronger language for commercial companies: « Les personnes qui ont agi au nom d’une société en formation avant qu’elle ait acquis la jouissance de la personnalité morale sont tenues solidairement et indéfiniment responsables des actes ainsi accomplis », unless the registered company takes over the commitments. The official Légifrance text of Article L. 210-6 of the Commercial Code must be read with the relevant form-specific rules and the documents actually signed. “Limited liability” at the company level does not automatically protect a founder who signed an act personally or used the future company as though it were already registered.
The official business-creation guidance reflects this distinction. Service-Public states that activity can begin before registration, but documents should contain the wording « Société en cours de formation » and the acts passed before the registration request should be listed in an annex to the articles. Its company-formation guidance also explains that the formalities are submitted through the one-stop portal, with the registration information then distributed to the relevant administrations. For a commercial business, the Service-Public page on a company’s first commercial activity gives the practical example of a lease or future customer invoice and calls for the formation wording on the documents.
For a foreign founder, the most reliable working definition is therefore this: the business may be operationally preparing or even performing a transaction, but a human being or an already existing entity is carrying the legal responsibility until registration and takeover are complete. A parent company, a foreign consultant or a French individual founder may be the actor, depending on the documents. The invoice should not conceal that interim position. It should make it possible for a customer, accountant, bank, tax officer or judge to reconstruct who acted, for whom, on what date and under which authority.
B. Which invoice can be sent before registration, and who is liable?
The short answer is yes, an invoice can be issued before the Kbis arrives when there is a genuine transaction and the invoice is prepared as a document of the company in formation. The answer is not permission to backdate an invoice, to fabricate a SIRET, to charge VAT without a tax analysis or to describe an unregistered company as if it already had legal personality. The customer contract and the invoice need to be separated. The future company’s underlying engagement may require a formal takeover; the invoice records a delivery, service or amount due and may have its own tax effects.
Article L. 441-9 of the Commercial Code begins with a broad invoicing rule: « I.-Tout achat de produits ou toute prestation de service pour une activité professionnelle fait l’objet d’une facturation. » The Légifrance version of Article L. 441-9 also sets the timing of the seller’s invoice and record-retention duties. If a service has not been performed and there is no legally relevant advance or deposit event, an invoice should not be used as a substitute for a quotation. A quotation, purchase order, pro forma document and invoice are not interchangeable.
Article 289 of the General Tax Code also starts from the person liable for VAT, known in French as TVA or taxe sur la valeur ajoutée. It states: « Tout assujetti est tenu de s’assurer qu’une facture est émise, par lui-même, ou en son nom et pour son compte, par son client ou par un tiers ». The official Article 289 text on Légifrance is the starting point for deciding who issues the invoice and whether a third party is acting in the name and for the account of the taxable person. A founder should not ask a customer to create a self-billed invoice unless the statutory conditions, prior written mandate and tax reporting arrangements are actually satisfied.
Service-Public gives a specific practical instruction for a company that is still being registered: « si l’entreprise est en cours d’immatriculation, la facture doit être établie au nom de la société, avec la mention “Siret en cours d’attribution”, et non au nom du créateur, sous peine de rejet de la déduction de la TVA. » The wording and the rest of the mandatory-information checklist appear on the official Service-Public page on business invoices. For an overseas founder, this is a useful operational rule: do not switch casually between a personal invoice, a foreign-parent invoice and the future French company’s invoice. Choose the actual supplier after analysing the contract and use the formation wording when the future French company is the intended party.
A pre-Kbis invoice should normally include the following information, adapted to the transaction and the applicable tax regime:
- the future company’s exact name as shown in the draft articles, its intended form, registered-office address and stated capital where the form requires those details;
- the visible wording « Société en cours de formation » and a clear statement that the signatory is acting on behalf of the company in formation;
- the founder’s or authorised representative’s name and capacity, with a power of attorney or mandate retained behind the invoice;
- the customer’s complete legal name, address and VAT identification number when relevant;
- a unique, chronological invoice number, issue date, performance or delivery date, precise description, quantity, unit price, discount, net amount, VAT rate, VAT amount and total where VAT is due;
- payment terms, due date, late-payment interest wording, fixed recovery indemnity where applicable and the bank account actually authorised to receive payment;
- the SIRET or SIREN only if it has been officially assigned, or the wording “SIRET pending allocation” in the formation context recommended by official guidance; and
- the correct VAT wording, including an exemption or reverse-charge reference only after the applicable legal rule and the place-of-supply analysis have been confirmed.
Article 242 nonies A of Annex II to the General Tax Code lists mandatory invoice information. Its first item requires: « Le nom complet, le numéro d’identification mentionné au premier alinéa de l’article R. 123-221 du code de commerce et l’adresse de l’assujetti et de son client ». The official Article 242 nonies A text also addresses the taxable person’s individual VAT number and the timing rules for invoices. The exact list depends on the transaction, customer, exemptions and cross-border rules. A founder outside France should not copy a domestic French invoice template without checking whether the customer is in France, another EU Member State or a third country.
VAT creates a separate risk from legal personality. Article 283 of the General Tax Code says: « Toute personne qui mentionne la taxe sur la valeur ajoutée sur une facture est redevable de la taxe du seul fait de sa facturation. » This sentence is reproduced in the current official Article 283 page on Légifrance. In practical terms, a founder who inserts French VAT on a pre-registration invoice may create a tax liability even if the registration file is incomplete or the VAT number has not yet been confirmed. A later correction may require a credit note, a replacement invoice and an accounting adjustment; simply deleting the PDF from an email does not remove the tax trail.
The administrative courts have addressed the unusual situation directly. In Cour administrative d’appel de Paris, 8 June 2011, no. 09PA02099, a company in formation had issued an invoice before registration. The decision distinguishes the invoice’s tax effect from the takeover rules and states, in the relevant reasoning: « cette facture, qui ne génère aucune obligation pour elle à l’égard d’un tiers, ne constitue pas un engagement au sens de l’article 1843 du code civil ». That does not mean the invoice is invisible. The same litigation examined the VAT shown on it. The legal point is narrower: issuing an invoice is not automatically the same as entering into the customer contract or another obligation that must be taken over.
The Conseil d’État made the VAT danger explicit in 27 February 2013, no. 351749, concerning the same factual dispute. The court quoted Article 283: « Toute personne qui mentionne la taxe sur la valeur ajoutée sur une facture ou tout autre document en tenant lieu est redevable de la taxe du seul fait de sa facturation », and held that the company was liable for the VAT shown on the invoice. The decision also records the founder’s personal-account payment path. For a foreign founder, an invoice issued from a personal account, with company branding and VAT, is not a harmless temporary workaround. It is evidence that should be explained and reconciled.
There is also a difference between a document sent to make a customer’s procurement team ready and an invoice that demands payment. A pro forma may communicate a price while the supplier identity or tax treatment is being finalised, but it must be labelled accurately and must not be used to disguise an actual invoice. If a customer has already received the service, the final invoice should be issued with the correct formation wording and legal information. If the customer is paying an advance, the timing of VAT and the wording for an advance invoice require a separate analysis under Article 289 and the customer’s location.
Liability should be explained to the foreign board or parent company in plain terms. The founder who signs “ABC France SAS” without the formation wording may expose the act to a capacity challenge. The founder who signs “Jane Smith, acting on behalf of ABC France SAS, société en cours de formation” makes the interim capacity visible, but remains exposed until the company is registered and the act is taken over. A foreign parent may remain the real contracting party if it signed the customer agreement in its own name. The label on the invoice cannot rewrite the underlying agreement.
II. How should a foreign founder secure the invoice and its tax treatment?
A. Which documents and takeover route should be prepared before filing?
The safest method is to prepare the takeover file before the invoice is sent, not after a dispute arises. The file should allow the newly registered company to demonstrate that the founder or representative acted for an identifiable company in formation, that the act was within the planned corporate purpose, that the customer understood the interim status and that the takeover mechanism was available. This is especially important when the founder lives abroad, when the company has several shareholders or when a foreign parent is financing the French subsidiary.
The first document is the customer contract or engagement letter. It should identify the future company by its intended name and form, state that it is a company in formation, identify the person signing and describe the service, price, term, deliverables and payment trigger. A clause can say that the registered company will take over the engagement on registration, subject to the statutory procedure. It should not say that registration has already occurred. If the customer requires an existing legal person, the foreign parent or founder may need to contract in its own name and later transfer or novate the engagement; that is a different structure and should not be blurred with a French company-in-formation invoice.
The second document is the acts schedule. It lists each act completed for the company in formation and the obligation that would result for the future company. Include the customer contract, invoice, purchase orders, software subscriptions, a registered-office agreement, equipment, insurance, bank charges, professional fees and any advance received. Describe the act with enough detail to identify the counterparty, date, amount, currency, duration and termination risk. A line reading “various expenses” is poor evidence. A line reading “consulting agreement with XYZ Ltd dated 26 August 2026, EUR 24,000, six-month term, invoice no. 2026-001” is much more useful.
For a SARL, Article R. 210-5 of the Commercial Code requires the acts schedule to be shown before the articles are signed: « Lors de la constitution d’une société à responsabilité limitée, l’état des actes accomplis pour le compte de la société en formation, avec l’indication, pour chacun d’eux, de l’engagement qui en résulterait pour la société, est présenté aux associés avant la signature des statuts. » The official Article R. 210-5 text should be checked against the version applicable to the chosen form and filing date. A foreign founder should keep the signed schedule, not just the upload confirmation.
For a SAS, Article R. 210-6 provides for the schedule and the mandate route. It 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. » It also states that a mandate can be given in the articles or a separate act, provided the engagements and their modalities are determined. The official Article R. 210-6 text on Légifrance is the relevant source for that SAS mechanism.
These provisions lead to three practical takeover routes:
- Annexed acts schedule. The founders approve an identified list before signing the articles. Once the company is registered, the statutory mechanism operates for the listed commitments.
- Specific prior mandate. The founders authorise one or more people to take specified commitments for the company in formation. The nature and modalities must be sufficiently determined before or at the time of the commitment. A blank power covering “all business” is a weak substitute for a transaction-specific mandate.
- Post-registration decision. After registration, the shareholders or competent corporate body adopt the decision required by the articles and applicable law. The resolution should identify the contract and related invoice or payment rather than merely approving “all prior acts” without a schedule.
The leading commercial decision Cour de cassation, Commercial Chamber, 6 December 2005, no. 03-16.853, published in the Bulletin, describes the alternatives. It states that takeover can result from the signed articles with an attached acts schedule, from a mandate given before registration that determines the nature and modalities of the commitments, or from a decision taken by the majority of shareholders after registration. The court rejected the idea that all future shareholders’ informal participation or later ratification alone was enough. This is a decision with a precise number and an official Légifrance record; it should be in the file when the transaction has material value.
Timing is not a detail. In Cour de cassation, Commercial Chamber, 14 January 2003, no. 00-12.557, the court examined a mandate concerning a lease and works, with an invoice later issued to the company. The decision records that the mandate had to be prior or concurrent and that the commitments were determined in amount. The practical lesson is to sign the mandate before the founder accepts the customer engagement or orders the service, and to retain the document with proof of date. A mandate signed after a dispute has started is not a reliable repair.
The founder should also align the corporate-purpose wording. If the draft articles allow software development and business consulting, but the first invoice concerns regulated financial intermediation, the issue is larger than the missing Kbis. The customer contract, invoice, insurance and corporate-purpose description should match the actual activity. If a regulated activity requires a licence, registration or professional authorisation, the formation wording does not replace it.
For a foreign shareholder or group, approval evidence may include the shareholder’s written resolution, a board resolution from the parent, a power of attorney, proof of authority of the signatory and a translation where the customer or French administration needs one. The legal effect still depends on the French company’s statutory route. A parent’s internal approval is evidence of authority; it is not, by itself, one of the French takeover mechanisms. The schedule should also identify whether an amount is owed by the French company, the parent or the founder personally.
A useful internal starting point is the firm’s French business and company-law hub, which should receive the new article as a focused procedure page. The broader guide to setting up a business in France as a foreign founder provides the formation context. This article should link back to those hub resources because the invoice question is a procedural sub-angle, not a replacement for the whole incorporation roadmap.
Before sending the invoice, the foreign founder can run this short evidence test:
- Can a third party identify the intended company from the draft articles, exact name, form and address?
- Does the contract say that the signer acts for the company in formation rather than pretending that the company is already registered?
- Is the customer service or delivery real, dated and evidenced by work product, acceptance or delivery records?
- Is the invoice number unique, and does its date correspond to the real taxable or commercial event?
- Is the SIRET shown only if officially assigned, with “pending allocation” where appropriate?
- Does the VAT line follow the actual place-of-supply, exemption, reverse-charge or French-registration position?
- Has the act been placed in the schedule or covered by a specific mandate before the company is registered?
- Does the payment account belong to the correct actor, and is there a written reconciliation plan if the account changes after registration?
B. What should be corrected after the Kbis, and what if registration fails?
When the registration is completed, obtain the Kbis from the greffe and compare it with the invoice. Check the legal name, form, registered office, registration number, business activity and manager or president information. Also confirm the SIRET and, where relevant, the French VAT number through the tax administration process. The Kbis does not retroactively change a badly drafted document. It gives the company legal personality from registration; a valid takeover is what brings the identified earlier engagement into the company’s legal history.
The post-registration work should be documented in a simple closing pack:
- the Kbis and RNE evidence;
- the final articles and the annexed acts schedule;
- the pre-registration customer contract and invoice;
- the mandate, shareholder resolution or post-registration takeover decision;
- proof of service, customer acceptance and payment;
- the accounting entry showing whether the receivable belongs to the French company;
- any corrected invoice, credit note or VAT declaration; and
- the notification sent to the customer with the company’s final SIRET, VAT number and bank details.
Do not automatically reissue every invoice merely because the Kbis arrived. If the original invoice correctly identified the company in formation, used the pending-SIRET wording and the company validly took over the engagement, an accountant should decide whether a supplementary administrative notification is enough. If the seller identity, VAT treatment, address, amount or customer information was wrong, issue the appropriate correction trail. A new PDF without a credit note can create two invoice numbers for one service and complicate VAT and revenue records.
The timing of VAT registration needs its own check. The French tax administration’s official VAT-registration page explains the registration and declaration framework for taxable persons, including foreign businesses in relevant situations. The impots.gouv.fr guidance on declaring a business installation also refers to the Kbis, SIRET, activity code and VAT information. These pages do not authorise a founder to invent a VAT number while waiting for the administration. They show why the customer’s country, service type and place of supply must be recorded before the tax line is completed.
The case law supplies a serious warning about using post-registration conduct as a substitute for the correct form. In Cour de cassation, Commercial Chamber, 13 November 2013, no. 12-26.158, the court held that later conduct did not establish that the contract had been concluded by a person acting on behalf of the company in formation rather than by the company itself. The decision describes the lower court’s reasoning as « impropres à établir que le contrat litigieux avait été conclu par une personne ayant agi au nom de la société GMA 12, en formation, et non par cette société elle-même ». A company’s later attempt to collect an invoice or perform a contract may be evidence, but it cannot always cure an act signed in the wrong legal capacity.
The same line appears in Cour de cassation, Commercial Chamber, 13 September 2017, no. 15-26.491. The dispute concerned contracts signed before registration. The official record reproduces the distinction between an act carried out for the account of a company in formation and an act in which the unregistered company itself is named as a party. The practical drafting response is simple: name the human or existing entity as signatory, add the “company in formation” wording, state the intended company and preserve the authority document. Do not let a software template automatically place the future company’s name in the “seller” or “contracting party” field without the capacity wording.
In Cour de cassation, Commercial Chamber, 24 June 2014, no. 13-18.317, the court considered whether earlier acts could be taken over where the persons had acted in their own names while retaining an option to substitute the future company. The case illustrates the importance of identifying the company in formation and the persons acting for it. An option to substitute, an informal email or a later invoice is weaker than a contract that states the legal capacity at signature.
The 2017 decision should not be read as saying that every document issued during the formation period is void. It does show why the words on the contract matter. A customer engagement signed by “ABC France SAS” as though it already existed may face a nullity argument. An engagement signed by “Jane Smith, acting on behalf of ABC France SAS, société en cours de formation” can enter the takeover procedure if the other statutory conditions are satisfied. The same distinction should be visible on purchase orders, leases, employment documents, insurance applications and the first invoice.
If the INPI file receives a request for regularisation, keep the formation wording and respond through the formalities dashboard. The INPI’s official FAQ on the one-stop business-formalities process explains that the filing is transmitted to the relevant bodies, that registration information is assigned through the process and that a notification can request correction. A regularisation request is not the same as a registration refusal. Do not change the original service date or backdate the invoice to the expected Kbis date. Add a dated explanatory note and preserve the original record.
If registration is finally refused or the founders abandon the project, the future company cannot be treated as the supplier. The individual or existing parent who acted must examine each contract and invoice. Possible solutions include completing the filing, signing a new contract with the actual supplier, obtaining the customer’s agreement to a novation, issuing a credit note and replacement invoice, or refunding an amount that was collected for an entity that never acquired legal personality. The correct option depends on performance, consumer or business-customer rules, VAT, payment terms and the contract’s termination clauses.
Article L. 210-6 remains the risk-control provision in that scenario. The protection produced by takeover is conditional: the company must be regularly formed and registered, and the commitments must be taken over using the appropriate mechanism. A failed filing does not cause the founder’s obligations to disappear. If the invoice includes VAT, Article 283 can also leave a tax liability even where the customer never pays. If the invoice was false, unsupported or disconnected from a real service, other civil, tax or commercial consequences may arise.
The payment trail deserves particular attention. If a customer pays before registration, the funds should be recorded as belonging to the actor who issued the valid document and then transferred or contributed under a documented accounting and corporate process. Do not mix the funds with personal expenditure. Do not tell the customer that a bank account is a French company account before the bank has opened it for that registered company. A foreign founder may need a temporary payment solution, but it must be consistent with the signed contract and the tax position. A private bank statement is not a substitute for the company’s accounts.
French invoicing is also moving toward more structured electronic data. Article 242 nonies A contains transition language for operations within the electronic-invoicing framework, with dates that differ according to the operation and business category. On 26 August 2026, a founder should therefore ask the accountant or invoicing provider which rule applies to the customer and transaction, especially where an implementation date is approaching. The electronic format does not change the basic formation rule: no software platform can give an unregistered company legal personality, and no e-invoice can replace a valid takeover record.
A customer refusing the invoice solely because the Kbis is missing should receive a concise explanation and the official formation wording, not a fabricated registration extract. Send the draft articles or RNE evidence only if necessary and appropriate; redact personal information that the customer does not need. If the customer’s procurement policy requires a Kbis, the founder may need to delay the final invoice, use a pro forma pending completion, or contract through an already existing entity. The business decision is commercial, but the legal identity must remain accurate.
Finally, consider the founder’s personal exposure before signing. A foreign director or shareholder may believe that a French SAS automatically shields every action. Article 1843 and Article L. 210-6 show why the signature block matters. The founder should be able to answer four questions: what entity was intended, who actually signed, what act created the obligation and how will the registered company take it over? If any answer is unclear, pause the invoice, preserve the customer relationship with a transparent pro forma or draft, and obtain a targeted review of the contract and VAT position.
Conclusion
A French company may issue an invoice before its Kbis is received, but the document must be drafted as part of the formation process. The founder should state « Société en cours de formation », identify the person acting for the future company, avoid an invented SIRET or VAT number, and issue the invoice only for a real supply, service, advance or other event that legally supports invoicing. The underlying customer engagement should be placed in an acts schedule or covered by a specific prior mandate. After registration, the company should complete the takeover, update the customer and accounting records, and correct any identity or VAT error through a traceable credit-note process.
The risk is not the absence of a piece of paper called a Kbis. The risk is confusing a project with a legal person, or believing that a later Kbis automatically repairs a contract signed by the wrong actor. For a foreign founder, a short formation clause, a precise invoice, a dated authority document and a complete post-registration pack are the practical safeguards.
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