A foreign company that already operates in France may need to register a second permanent operating site before that site begins trading, employing staff or signing contracts locally. The difficult question is not simply how to complete an INPI filing. It is first to identify the legal status of the French location: a liaison office, a branch, a first French establishment, a secondary establishment or a complementary establishment. That classification determines which French registry receives the information, which territorial deadline applies, which documents should be prepared and whether the parent company remains the contracting entity. This guide focuses on the practical and legal route for registering a secondary establishment of a foreign company, while explaining the important exception: a company with no existing French establishment is normally dealing with its first French establishment, not a secondary one. It covers the difference between the RCS (French Commercial and Companies Register) and the RNE (National Register of Enterprises), the role of the INPI (the French intellectual property office that operates the formalities portal), the meaning of SIREN, SIRET and Kbis, the one-month filing window, document translations, and the response to a rejected or inaccurate filing. The objective is a usable decision process for an overseas board, founder or counsel.
I. When does a foreign company have to register a secondary establishment in France?
A. How do you distinguish a secondary establishment, a complementary establishment, a branch and a subsidiary?
The classification starts with the reality of the French site, not with the label used in a lease, website or board resolution. A permanent location from which the company conducts part of its business is potentially an establishment. A registered office service or a correspondence address, by itself, does not automatically create a secondary establishment. The question is whether the company has created a stable operational presence that is distinct from the existing French principal establishment and capable of conducting business through a person who can bind the company to third parties.
Article R. 123-40 of the French Commercial Code gives the central definition. Its wording begins: Est un établissement secondaire au sens de la présente section
. In practical terms, the relevant location must be permanent, distinct from the registered office or principal establishment, and directed by the person responsible for registration, an employee or another person with authority to create legal relations with customers, suppliers or other third parties. This functional test matters for a foreign company because the local site may be called an “office”, “studio”, “warehouse”, “agency” or “sales office” while still meeting the legal definition.
A secondary establishment is therefore an additional permanent establishment outside the territorial jurisdiction of the existing principal establishment. It is part of the same legal entity as the foreign company or, where the parent has already formed a French company, part of that French company. It does not have its own share capital, shareholders or separate corporate personality merely because it receives a distinct SIRET number. The registration identifies the location and its activity; it does not create a new company.
A complementary establishment is also a distinct operating location, but it falls within the same relevant court jurisdiction as the principal establishment. The distinction is geographical and procedural. Article R. 123-43 refers to an establishment opened “dans le ressort d’un tribunal où il est déjà immatriculé” and requires an additional registration through the same administrative channel. The label may seem minor, but selecting the wrong status can send the filing to the wrong registry and cause a request for correction.
The Ministry of Economy’s guide on foreign businesses describes three broader forms of presence. A liaison office is limited to preparatory or auxiliary activities such as market research, publicity and contact-building. It should not negotiate and execute ordinary sales as though it were an operating branch. A branch, often called a succursale in French, is a permanent French operating arm of the foreign company. It has no separate legal personality or autonomous share capital; contracts entered into through it remain connected to the foreign parent. A subsidiary is a separate French company, commonly a SAS (simplified joint-stock company) or SARL (limited liability company), with its own assets, governance and liabilities.
The practical choice can be expressed as a four-question test:
- Is the French presence limited to observation, promotion or other strictly auxiliary work? If so, examine whether a liaison-office model is genuinely sustainable.
- Does the site regularly sell, deliver, manage stock, perform services or negotiate with authority? If so, treat the site as a possible operating establishment rather than relying on a liaison-office label.
- Is this the foreign company’s first permanent French operating location? If yes, the first-establishment rules apply, even if the business intends to open more sites later.
- Does the company already have a French principal establishment, and is the new site outside that establishment’s court jurisdiction? If yes, the new site is normally a secondary establishment; if it is within the same jurisdiction, the filing is generally complementary.
This distinction also protects against an inaccurate subsidiary assumption. Article L. 210-6 of the Commercial Code states: Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.
A newly formed French subsidiary acquires its corporate personality through its own registration. A secondary establishment does not acquire a second personality. The foreign company must therefore decide whether it wants local operational reach without a new legal entity, or a separate French vehicle that can hold contracts, assets and employment relationships in its own name.
The distinction is not theoretical. In its decision of 21 November 2018, appeal no. 17-83.400, the Criminal Chamber of the Cour de cassation stated: seules les sociétés disposant de la personnalité morale sont susceptibles d’être pénalement condamnées
. The court held that the establishment in question was a secondary establishment of the parent company and did not possess separate legal personality. The ruling is a useful warning for directors: a local registration and a local manager do not turn a branch or secondary establishment into a subsidiary. The parent entity, its representatives and its compliance systems must be identified correctly in contracts, payroll instructions, tax correspondence and litigation documents.
Registration of an establishment is also different from registration of a mere domiciliation. A domiciliation provider may supply an address for the company’s registered office or receive correspondence. That fact alone does not prove that the company carries on a separate activity at the address. By contrast, a staffed premises where inventory is held, customers are received, services are delivered or local management can commit the company creates a much stronger case for an establishment. The evidence should be assessed before the lease is signed, because the legal classification affects insurance, tax correspondence, employment registrations, consumer information and the identity displayed on invoices.
For a foreign parent, the key corporate document is often the board or shareholder decision authorising the French operation and naming the person empowered to act. That document does not replace the statutory filing, but it helps demonstrate who can bind the parent and why the local address is genuine. If the French location is operated through a French subsidiary, the analysis changes: the subsidiary’s own registration and corporate documents become central, while the foreign parent’s relationship with the subsidiary must be documented through the appropriate corporate approval, financing or commercial agreement.
B. Which opening date, court jurisdiction and one-month deadline apply?
The territorial rule should be settled before the opening date is entered in the Guichet unique (the single electronic business-formalities portal). Article R. 123-41 applies where the establishment is in the jurisdiction of a court where the company is not already registered. Its operative phrase is: dans le délai d’un mois avant ou après cette ouverture
. The filing window therefore runs from one month before the opening to one month after the opening. It is not a general permission to delay registration until the site has been operating for several months.
Article R. 123-43 covers the situation in which the company is already registered in the jurisdiction concerned. It requires an additional registration through the single body and uses the same “one month before or after” timing. The Commercial Code’s rule can be read alongside the official Service Public Entreprendre guidance, verified on 18 February 2026, which states that opening a new secondary or complementary establishment entails compulsory registration with the RCS and RNE within one month before or after opening. The guidance also explains that the new site receives a distinct SIRET number.
For a foreign company, “opening” should be assessed by reference to the point at which the site becomes an operating establishment, not merely the date of the first invoice. Relevant facts can include the date staff take possession, the date the lease becomes operational, the date stock or equipment is installed, the date customers can be received, or the date services start from the premises. If different events occur on different dates, the company should record the factual chronology and select a defensible commencement date rather than choosing a later date only because it is convenient for filing.
The formal rules for legal persons outside the principal court jurisdiction are stated in Article R. 123-63. The text provides that an immatriculated legal person opening a secondary establishment “demande son immatriculation secondaire dans les conditions prévues à l’article R. 123-41”. In other words, the legal-person route points back to the territorial and one-month rule. Article R. 123-64 adds that the filing contains the information relating to the establishment required by Article R. 123-38. The filing is not just a notice that an address exists; it must describe the establishment in the registry terms required for business activity, address and commencement information.
Article R. 123-67 addresses the complementary route for a legal person. It begins: Toute personne morale immatriculée qui ouvre un établissement secondaire
and refers to the conditions in Article R. 123-41. The wording of the regulatory section must be read with the current registry workflow and the company’s existing registration data. A foreign company should not infer that a French address in the same department automatically has the same court jurisdiction; the relevant question is the territorial jurisdiction of the registry court, which can require a specific check for the municipality concerned.
The first-French-establishment exception is critical. If the foreign company has no French establishment, the first permanent French site is not a secondary establishment simply because the parent is already incorporated abroad. Article R. 123-112 governs a commercial company whose registered office is abroad and which opens a first establishment in France. The provision requires, at the latest with the registration application, “une copie de ses statuts en vigueur au jour du dépôt”. It also deals with annual accounts and later amendments to the parent’s statutes, and it provides for French translations where appropriate and certification by the legal representative or the person with authority to bind the company in France.
This creates a clean sequence for a parent that is expanding in stages. First, register the initial French establishment under the first-establishment route. Next, keep the parent’s French registry data current. Only after that should a later site be analysed under the secondary or complementary rules. Attempting to file the first French site as a secondary establishment may create a mismatch between the parent’s foreign registration, the French registry record, the RNE data and the supporting documents. A rejection at that stage is not a substantive refusal of the French project; it is often a signal that the wrong formal category was chosen.
Article L. 123-33 supplies the general electronic filing framework. It requires an enterprise to declare a creation, modification or cessation by “le dépôt d’un seul dossier comportant les déclarations qu’elle est tenue d’effectuer”. The following sentence says that the dossier is filed electronically with a single body and that the filing operates as a declaration once the dossier is regular and complete for the recipient. This explains why the Guichet unique is the entry point, while the RCS, RNE, INSEE (the French national statistics institute), tax authorities and social bodies may each receive or process relevant information.
Timing should also be coordinated with operations outside the registry. If the site will employ a French employee, the parent or branch must comply with French employer obligations, including payroll and social declarations. URSSAF means the Unions de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the bodies that collect many social-security contributions. A foreign company without a fixed establishment may have access to separate foreign-employer procedures, but those procedures do not automatically replace an establishment registration when a stable operating site exists. The employment, tax and registry analyses should be aligned before the first working day.
The one-month rule also matters for commercial premises. An establishment that is not registered may have difficulty proving the legal and commercial status of its operation when dealing with a landlord, bank, insurer, customer or public authority. A late filing should be corrected promptly, with the original opening date stated accurately and a written explanation preserved. Backdating the opening date without a clear factual basis can create a second problem: the registry record may no longer match the lease, payroll, invoices, insurance certificates or tax correspondence.
II. How do you file the establishment through INPI and protect the foreign company?
A. Which documents, SIRET, RNE and Kbis checks are required?
The filing should be prepared as a controlled document package. The starting point is the identity of the foreign company as it appears in its home-country public register: legal name, legal form, registered office, registration number, governing law and current directors or authorised representatives. The French file should not silently translate or re-create the foreign legal name. It should explain the legal form in English for the board’s internal records, while preserving the exact identity needed for the French registries.
For a secondary establishment, prepare at least the following factual information:
- the complete French address, including the floor, unit or lot where relevant;
- the actual commencement date of the establishment’s activity;
- the activities conducted at that location, stated in operational language and mapped to the appropriate French activity classification;
- the name and authority of the person who manages the site or can bind the company with third parties;
- the existing French registration details of the parent or branch, including the SIREN and the principal establishment’s SIRET;
- the legal basis for occupation of the premises, such as a commercial lease, sublease, ownership document or valid domiciliation arrangement;
- information about the origin or method of operation of the business where the portal requests it, such as creation, acquisition, lease-management or another transfer of an operating business;
- any licence, prior declaration or professional authorisation required for a regulated activity.
Article R. 123-42 confirms that the secondary-registration application contains the information required by Article R. 123-38. For a legal person, Article R. 123-64 repeats that the filing must include the information relating to the establishment required by Article R. 123-38. Those cross-references are useful when a portal screen appears to ask for routine commercial details: the address, activity and commencement date are not optional narrative fields; they are part of the registry data the company is declaring.
A foreign-parent document pack should normally include a recent official extract from the home-country register, the current statutes or constitutional document where the filing route calls for them, proof of the authority of the signatory, and a document linking the parent to the French establishment. The exact document list can vary with the country, legal form, activity and status of the French presence. A document issued in another language may require a French translation. Where a certified translation, apostille or legalisation is needed, confirm the requirement before ordering it, because an apostille cannot cure an inaccurate corporate extract and a translation cannot cure an unauthorised signatory.
The first French establishment has an express statutory document rule. Article R. 123-112 requires the foreign commercial company to deposit its current statutes with the registry at the latest when it applies for registration. The same provision states that documents may be translated into French where necessary and that copies are certified by the legal representative or the person with power to engage the company in France. For a later secondary establishment, the parent’s existing French file may already contain the core corporate documents, but the company should still keep a coherent set available for a portal request, correction notice or registry review.
The filing is made through the INPI-operated Guichet unique. INPI stands for Institut national de la propriété industrielle. It is not the court registry and does not replace the greffe, meaning the registry office of the competent commercial court. Under Article L. 123-33, one electronic dossier can transmit the required declarations, but the dossier must be regular and complete. A confirmation that the file was submitted is not the same as a final, accurate registry entry. Save the filing receipt, submitted answers, uploaded documents, payment record where applicable, requests for correction and final notices.
Use the activity description carefully. A vague phrase such as “consulting” may obscure whether the site sells products, provides regulated services, stores goods or hosts employees. The APE code means the principal activity code assigned under the French NAF classification, where APE is activité principale exercée and NAF is nomenclature d’activités française. The code is an administrative classification, not a substitute for a legal analysis of licences, tax treatment or the company’s actual contractual activity. If several activities are performed, describe the principal activity and the other activities accurately instead of selecting a convenient code that understates the operation.
The SIREN and SIRET numbers must also be read correctly. The SIREN is the nine-digit unique identifier of the legal unit. The SIRET identifies an establishment and is formed from the SIREN plus a five-digit establishment number, commonly called the NIC. A new secondary establishment normally receives its own SIRET while remaining attached to the same legal entity. The number should appear consistently on invoices, employment records, tax correspondence, insurance documents and administrative forms that relate to the new location.
The RCS and RNE serve different but connected purposes. The RCS is the Commercial and Companies Register maintained through the competent court registry. The RNE is the National Register of Enterprises, maintained by INPI from the formalities data. A Kbis is the official extract associated with the RCS record of a commercial company; it can show the company and its establishments. The RNE attestation is a separate proof of the registration information. It should not be assumed that an RNE download is interchangeable with every Kbis request made by a bank, contracting party or public authority.
Article A. 123-294 of the Commercial Code makes the RNE attestation particularly useful for verification. It states: L’attestation d’immatriculation mentionnée à l’article A. 123-293 est délivrée gratuitement
. The provision also requires an electronic document showing the state of the RNE entries at the date of issue and containing the unique identification number that permits electronic verification of origin and authenticity. After the filing, download a fresh attestation and check the establishment address, activity, status and SIRET instead of relying solely on the portal’s “submitted” status.
The post-filing audit should compare four records side by side: the parent company’s internal corporate approval, the Guichet unique submission, the RNE attestation and the Kbis or RCS record. Check the spelling of the foreign legal name, the French address, the opening date, the activity, the legal representative, the establishment type, the principal establishment reference and all identification numbers. A single misplaced digit in a SIRET or an old address can lead to bank onboarding delays, rejected invoices, payroll errors or confusion over which site signed a contract.
The company should also update its operating documents. A branch or secondary establishment should not issue contracts as though it were a new company. The contracting party should be named using the foreign company’s legal identity, with the French establishment’s address and SIRET where relevant. The document can identify the local manager and the commercial name, but it should not imply that the establishment has its own share capital or legal personality. A subsidiary, by contrast, signs in its own corporate name and must use its own registration details. This distinction should be reflected in templates, website legal notices, purchase orders, insurance declarations and bank mandates.
Tax and social registrations should be reviewed at the same time. A permanent French branch or establishment can have French corporate-tax, value-added-tax and local business-tax consequences, depending on its activity, the foreign parent’s tax residence, any applicable treaty and the allocation of functions and risks. The relevant French tax office may be the SIE, the service des impôts des entreprises. The establishment may also need a separate VAT analysis even where the foreign parent already has a French VAT number. Registry registration is evidence of a French presence; it does not, by itself, settle the place of taxation or the treatment of intra-group charges.
If the business has staff, the local SIRET should be connected to payroll and social records. Do not wait for a customer to discover that the premises are active before checking employer registrations. The French labour and social-security consequences depend on the employment model, the place where work is performed, the identity of the employer and any applicable posting or cross-border rules. An overseas employee temporarily visiting France is not the same fact pattern as a local team permanently working from a French branch.
B. What should a foreign founder do if the filing is late, rejected or factually incomplete?
A rejected filing should be treated as an issue to diagnose, not as a reason to create a second application with a slightly different name. First identify the type of notice: missing document, inconsistent identity, incorrect establishment category, unavailable signatory authority, unclear activity, unproven premises, translation problem or jurisdiction error. Preserve the notice and the original reference number. A duplicate filing can create competing records, duplicate payment issues and confusion over the date from which the company claims to operate.
Then reconcile the legal classification. If the company has no prior French establishment, ask whether the file should be converted to a first-establishment registration under Article R. 123-112. If the existing French principal establishment and the new address fall within the same court jurisdiction, verify whether a complementary registration is the correct route. If the address is in another court jurisdiction, verify the secondary-registration route under Articles R. 123-41 and R. 123-63. If the site is only a liaison office, remove commercial claims that the facts cannot support. If it is actually selling, invoicing or managing operations, prepare for an operating-establishment filing instead.
The correction should be internally consistent. The opening date in the corrected form must match the board approval, lease commencement, premises handover, first employee start date, first invoice and first delivery as far as the facts permit. The activity description must match the company’s contracts and website. The person named as local representative must have an authority document that is current on the filing date. Foreign corporate extracts must show the same legal name and registered office as the translated documents. Where the company has changed its name, address or directors, attach the chain of documents rather than submitting a single document that leaves an unexplained gap.
A translation problem requires special care. An English corporate extract can be intelligible to the board but still fail the French formalities process if the receiving body requires a French translation. A machine translation can also alter the legal form, the name of the representative or the extent of a power of attorney. Use a qualified translator where certification is required, preserve the original document, and check that names, dates, registration numbers and corporate terms have not been silently “corrected”. If the parent is from an EU or EEA state, a simplified document route may apply in some cases, but it should be checked against the actual legal form and the document requested by the portal.
If the problem concerns the premises, distinguish a right to use an address from an actual operating establishment. A lease for a registered office may not prove that the company works from the premises. Conversely, a warehouse, workshop or staffed office may make an establishment classification difficult to avoid even if the lease describes the site as storage only. Collect the lease, owner consent, sublease, insurance certificate, utility evidence and any authorisation relevant to the activity. Do not upload documents that reveal a different address or an earlier opening date without explaining the difference.
Late registration creates a compliance exposure that is separate from the administrative cost of correcting the form. Article L. 8221-3 of the Labour Code describes hidden activity where a person carrying out a profitable activity intentionally fails to meet specified registration or declaration obligations. One relevant passage states: n’a pas demandé son immatriculation au registre national des entreprises
. The provision is not a rule that every technical delay automatically creates criminal liability; the facts, the obligation, the nature of the activity and the intentional element matter. It does mean that an operating site should not be left unregistered after the company knows that registration is required.
The Cour de cassation’s Criminal Chamber decision of 28 March 2017, appeal no. 16-81.944, published in the Bulletin, applied this principle. The court described the site as an “établissement permanent, distinct de l’établissement principal qu’il dirigeait
” and held that failure to register within the legal period could constitute hidden activity. The case involved a temporary commercial operation with employees, which is a useful warning against assuming that a short duration alone defeats permanence. A site used for a seasonal sales campaign, pop-up operation or limited project may still require a factual review if it is organised, staffed and commercially active.
The same decision also rejects a common argument: registration of the principal establishment does not automatically cover a distinct secondary establishment. The parent should therefore maintain an establishment register, with the address, type, start date, SIRET, activity and closure or transfer date for every French site. This internal register can be reconciled with the RNE and RCS records at each acquisition, office move, warehouse opening or change of business model.
If a correction notice arrives after the establishment has begun operating, reply within the period stated in the notice and do not let the one-month statutory window disappear while documents are being assembled. Where the portal permits correction of a draft, make the correction in the existing file. Where it requires a new filing, refer to the earlier file and explain the relationship. If the issue is a refusal by the registry or a disagreement about the nature of the site, obtain the written reason, identify the competent body and consider a formal legal response rather than repeatedly uploading the same document.
For a foreign parent, the response should also protect the corporate chain. Have the parent’s authorised organ approve the corrected description, confirm the representative’s power, and record whether the French site is a branch, an agency or another establishment. If the local manager signed contracts before registration, list the contracts and assess whether their wording correctly identifies the foreign company. If the site employed staff before the registration was complete, coordinate the correction with payroll, social declarations and the tax office. The purpose is to produce one coherent factual record, not merely to obtain a number.
Do not describe a branch as a French subsidiary in marketing material. Do not use the French establishment’s SIRET as though it were a separate SIREN. Do not use a Kbis for the parent company to prove facts about a different address if the establishment is not shown. Do not present the RNE attestation as proof that every tax or employment obligation has been satisfied. These errors can create due-diligence questions long after the filing is accepted.
The BODACC, or Bulletin officiel des annonces civiles et commerciales, is a publication channel for certain commercial notices. It should not be treated as a substitute for checking the underlying RCS and RNE records. A bank or customer may ask for a Kbis, RNE attestation, home-country extract, VAT evidence and proof of authority at the same time. Prepare the package according to the recipient’s actual request, and ensure that each document refers to the same company, establishment and date.
Finally, plan the closure or transfer as carefully as the opening. A move to another court jurisdiction may require a new registration or a modification, while a move within the same jurisdiction may require a different notice. The parent should record the last operating day, the disposal or transfer of stock, the end of the lease, employee transfers, tax notifications and the date the establishment ceased activity. Keeping an obsolete SIRET active can be as confusing as failing to register the new one.
For an overseas board, the safest workflow is a short written memo containing five answers: what is the French site doing, who is legally operating it, when did it open, which court jurisdiction covers it, and which legal entity signs its contracts? Add the parent’s registry identity, the premises evidence, the activity mapping, the authority document and the post-registration verification. That memo gives the Guichet unique filing a factual foundation and creates an audit trail if the registry asks a question later.
Conclusion
A foreign company should register a French site as a secondary establishment when it has an additional permanent operating location, distinct from its existing principal establishment and located in another relevant court jurisdiction. The filing must be made through the INPI-operated Guichet unique within one month before or after opening, with accurate establishment, activity and parent-company information. A same-jurisdiction site may follow the complementary route. A company with no prior French establishment must first examine the first-establishment rules, including the foreign parent’s statutes and translation requirements.
The result is a new establishment record and normally a new SIRET, not a new legal personality. The RCS, RNE, Kbis and RNE attestation should be checked against the company’s contracts, premises, payroll, tax and corporate records. If the filing is rejected or late, the proper response is a documented classification and correction process, not a duplicate application or a misleading subsidiary label. The existing company-formation framework for international founders is set out on our French company formation and corporate law page.
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