A foreign founder often has a commercial opportunity before the French company has received its Kbis: a French customer wants a signed master services agreement, a distributor needs an order form, or a pilot customer will only reserve a place in its procurement calendar if the contract is signed immediately. The answer is yes, a contract can be prepared and signed during the formation period, but the signature must be organised around the future company rather than pretending that an unregistered company already has legal personality. The founder must also preserve a clear route by which the registered company will take over the commitment.

The Kbis is the official extract showing that a commercial legal entity is registered in the French Commercial and Companies Register, known as the RCS (Registre du commerce et des sociétés). It is valuable evidence for a customer, a bank and an administration. It is not, however, the event that creates the company. Registration creates legal personality; the Kbis is the document that makes that status easy to prove. Before registration, the proposed entity is a société en formation, meaning a company in formation, and the person who signs remains exposed unless the statutory takeover mechanism is correctly used.

This article answers the practical question for an overseas founder who wants to sign a customer contract before the Kbis is available. It explains what should appear in the contract, how the commitment is taken over after registration, what evidence a customer can request, and what happens if the company never registers or later disputes the document. The same logic applies to a future SAS, SASU, SARL or EURL, subject to the relevant corporate approvals and the nature of the proposed activity.

I. Can a customer contract be signed before a French company’s Kbis?

A. What the Kbis proves, and why it does not create the company

The first distinction is between the legal event and the evidence of that event. A Kbis is an extract issued in relation to a commercial company registered with the RCS. RCS means Registre du commerce et des sociétés, the Commercial and Companies Register. A Kbis identifies the legal name, registration number, registered office, corporate form, activity and persons with management powers as recorded in the register. Service Public explains that the Kbis proves the existence of a commercial undertaking and operates as a current identity document for an entity registered in the RCS. Its current guidance also recognises that activity may begin before registration if the documents identify the company as being in formation and the prior acts are documented. The official guidance is available in the Service Public explanation of company registration formalities and the Service Public explanation of the K or Kbis extract.

The legal personality of the future company comes from registration. For a commercial company, Article L. 210-6 of the French Commercial Code states: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” In English, a commercial company acquires legal personality from its registration in the RCS. The first sentence matters because it prevents a founder from treating the future company as an existing contracting person on the date of a pre-registration signature.

The Civil Code expresses the same principle for companies generally. Article 1842 of the French Civil Code states that companies “jouissent de la personnalité morale à compter de leur immatriculation”, meaning that they enjoy legal personality from registration. Until registration, the relationships among the founders are governed by their company agreement and by the general law of contracts and obligations. That internal relationship does not turn the future company into a legal person capable of automatically carrying a customer contract.

The practical consequence is not that the founder must stop all business activity. The consequence is that the contract must identify who is actually signing and must preserve the future company’s takeover route. If the founder signs only as though the company already existed, the customer may later argue that the founder was the contracting party. If the document names the future company without saying that it is in formation, the court may have to reconstruct the parties’ common intention from the entire file. That uncertainty is avoidable.

Foreign founders should also distinguish a Kbis from other French identifiers. The INPI is the Institut national de la propriété industrielle, the National Institute of Industrial Property, whose official Guichet unique portal receives many company formalities. The Guichet unique is the single electronic filing portal for creation, modification and cessation formalities. The RNE, or Registre national des entreprises, is the National Business Register. SIREN is the nine-digit company identification number; SIRET is the fourteen-digit identifier for a particular establishment. The greffe is the registry office attached to the competent commercial court. A RDDCE, or récépissé de dépôt de dossier de création d’entreprise, is the receipt showing that a creation file has been submitted; it may carry the words “En attente d’immatriculation”, meaning registration pending.

Two other acronyms can appear in a first customer file. URSSAF is the organisation that collects many French social contributions. BODACC is the Bulletin officiel des annonces civiles et commerciales, the official bulletin used for certain corporate and commercial notices. Neither URSSAF correspondence nor a BODACC notice replaces registration itself. Nor does a tax file replace the company’s legal identity. The French tax administration explains that the creation filing is transmitted to bodies such as the tax service and URSSAF, and that a French VAT identification number is generally issued after the SIREN is available. A founder should therefore avoid presenting a provisional tax or administrative reference as if it were a Kbis. The relevant official explanation is available from impots.gouv.fr on company creation formalities.

The phrase “before receiving the Kbis” can also conceal three different dates:

1. the date on which the founders sign the constitutional documents;
2. the date on which the registration application is filed and then accepted by the competent registry; and
3. the date on which the Kbis or an equivalent registration extract becomes available for download.

The contract may be signed during the first or second stage, but the legal takeover depends on the company being regularly constituted and registered. A delayed paper extract does not necessarily mean that the company is still unregistered; conversely, a filing receipt does not prove that registration has already occurred. Before relying on a takeover, check the actual registration status, the SIREN and the register entry. When a customer needs immediate comfort, the file can include the filing receipt, signed draft statutes, capital-deposit certificate, registered-office proof, legal-notice publication and the latest status from the Guichet unique, while stating clearly that the Kbis is pending.

The proposed activity must also be checked separately. A regulated activity may require an authorisation, licence, professional registration or sector-specific insurance before performance starts. Incorporating a company does not authorise an activity that is otherwise restricted. The customer contract should therefore distinguish the company-formation condition from any regulatory condition. A founder who is authorised to incorporate is not automatically authorised to deliver a regulated service in France.

B. How a foreign founder can sign without losing personal protection

The safest drafting model names the founder as the present signatory and the future company as the intended beneficiary of the commitment. A heading or introductory clause can state, in substance: “John Smith, acting in the name and on behalf of [proposed company name], a société par actions simplifiée en formation, whose registered office is intended to be at [address].” SAS means société par actions simplifiée, a simplified joint-stock company. If the selected form is a one-person SAS, the term is SASU, or société par actions simplifiée unipersonnelle. For a SARL, meaning société à responsabilité limitée or private limited-liability company, the one-person form is an EURL, entreprise unipersonnelle à responsabilité limitée.

The wording must match the real stage of the project. Before registration, do not write that the founder is the current “President of [Company]” unless the document makes clear that the company is in formation and the office is intended to become effective through the constitution and registration process. Do not have the unregistered company sign through a fictitious corporate signature block. The future company cannot sign through a corporate organ that does not yet operate as the legal representative of a registered person.

The signature block should make four facts visible:

1. the founder’s full legal name and address, with passport or corporate identification details where the customer’s compliance process requires them;
2. the proposed company’s intended legal name, form, registered office and the words “société en formation”;
3. the capacity in which the founder is acting, namely for and on behalf of the company in formation; and
4. the founder’s acknowledgement that the commitment is subject to takeover by the company after registration under the applicable French rules.

That last statement is not a substitute for a statutory takeover. It tells the customer that the parties understand the mechanism and reduces the risk of a later argument about the identity of the contracting party. The contract should also state that, until takeover, the founder remains personally responsible for the obligations created by the signature to the extent required by French law. A transparent allocation of risk is more useful than a promise that the founder will never be liable.

The document should be specific enough to be placed on the pre-incorporation acts schedule or in a special mandate. Identify the customer by legal name and registration details, the exact service or goods, price or pricing formula, currency, term, renewal, delivery milestones, acceptance process, payment dates, confidentiality, intellectual property, data-processing role, limitation of liability and termination rights. State whether the customer may cancel if registration does not occur by a defined date. If the customer is agreeing to a framework agreement with later statements of work, describe the maximum commitment and the mechanism for accepting each later order.

Specificity is particularly important for a foreign founder because the corporate file may cross borders. The founder may be acting under a resolution of a foreign parent, a power of attorney, or a founders’ agreement. Keep those authority documents with the contract. If a foreign company will ultimately own the French subsidiary, the French entity in formation should not be confused with the foreign parent. The parent may be a separate contracting party, guarantor or source of funds, but those roles should be written expressly rather than inferred from the founder’s email signature.

The contract’s validity as an agreement remains governed by ordinary contract principles. Article 1128 of the French Civil Code lists consent, capacity and a lawful and certain content as requirements for contractual validity. The future company’s lack of legal personality does not excuse the founder from obtaining a real consent, using a lawful subject matter and defining the bargain. If the customer signs believing that it is dealing with an already registered company, the information gap may become a separate dispute.

That is why the disclosure should be direct. Article 1112-1 of the French Civil Code requires a party who knows information that is determinative of the other party’s consent to disclose it when the other party legitimately ignores it or trusts its co-contractor. The same article says: “Les parties ne peuvent ni limiter, ni exclure ce devoir.” In English, the parties cannot limit or exclude that duty. The pending registration, the expected registration date and the identity of the person carrying interim liability may be material to a customer deciding whether to sign, pay a deposit or release confidential information.

The customer should receive a short formation-status notice before signature. It can say that the French company has not yet acquired legal personality, that the founder is signing for the company in formation, that takeover will be documented after registration, and that the customer may require proof of registration before the first payment or performance milestone. Avoid saying that takeover is automatic in every case. For a SAS or SASU, the corporate documents should be built around Article R. 210-6 of the French Commercial Code; for a SARL or EURL, use Article R. 210-5. The correct route depends on the corporate form and on what was approved before signature.

Choice-of-law and jurisdiction clauses should not be used to hide the formation problem. A French-law clause can make the statutory mechanism easier to analyse, but it does not make an unregistered entity exist. A foreign-law contract can still raise French mandatory questions if the intended party is a French company in formation or the activity is carried out in France. The founder should ask whether the customer’s standard terms contain an incompatible forum, a personal guarantee, an automatic renewal, an unlimited indemnity or a procurement rule requiring a registration number. These points should be negotiated before signature, because a later takeover transfers the agreed burden; it does not rewrite the commercial bargain.

II. How does the French company take over the customer contract after registration?

A. The statutes, mandate and post-registration decision routes

French law provides a controlled process for transferring pre-registration commitments to the registered company. Article 1843 of the Civil Code states that persons who acted in the name of a company in formation before registration remain bound by the obligations arising from those acts, with solidarity when the company is commercial. It then provides that the registered company may take over the commitments, which are treated as having been contracted by the company from the beginning. The key statutory sentence is: “La société régulièrement immatriculée peut reprendre les engagements souscrits.”

For a commercial company, Article L. 210-6 of the Commercial Code uses the same architecture: the persons who acted before legal personality are jointly and indefinitely responsible unless the company, once regularly constituted and registered, takes over the commitments. Once takeover is valid, the commitments are treated as having been made by the company from the outset. This retroactive effect is useful for a customer contract because it avoids replacing the entire agreement merely because the signature occurred during formation. It does not, however, cure an unclear signature or an absent takeover.

There are three practical routes.

First, the customer contract can be listed in an acts schedule annexed to the statutes. For a SARL or EURL, Article R. 210-5 of the Commercial Code requires an account of acts carried out for the company in formation, with the commitment that each act would create for the company. The article states: “Cet état est annexé aux statuts, dont la signature emporte reprise des engagements par la société, lorsque celle-ci a été immatriculée au registre du commerce et des sociétés.” The schedule should not merely say “all contracts signed by the founder.” It should identify the customer contract, its date, the customer, the subject matter and the financial commitment.

For a SAS or SASU, Article R. 210-6 of the Commercial Code follows the same model. The acts schedule is made available to the shareholders and annexed to the statutes. The article says that signature of the statutes brings about takeover when the company is registered. Because a SAS can have a foreign shareholder or a corporate shareholder, the file should prove who had access to the schedule and who signed the statutes. If the company is a SASU, the sole shareholder’s signature and the content of the annex must still be complete; one shareholder does not mean that a vague list is sufficient.

Second, the founders can give a special mandate before registration. For the mandate to perform its function, the customer contract must be determined in its nature and its terms. The mandate can authorise the founder to sign a named customer agreement for a stated service, price range, duration and risk allocation. A mandate saying “enter into any contract necessary for the business” is vulnerable because it may not identify the engagement with enough precision. The mandate can be included in the statutes or executed as a separate document. Retain the signed mandate, proof of the founder’s authority, the final contract and any amendments.

Third, after registration, the company can adopt an express takeover decision. Article 6 of Decree No. 78-704 of 3 July 1978 provides that, after registration, takeover can result only from a decision taken by the associates, unless the statutes provide otherwise. The relevant text says: “La reprise des engagements souscrits pour le compte de la société en formation ne peut résulter, après l’immatriculation de la société, que d’une décision prise”. For a company with several associates, prepare minutes identifying the contract and recording the vote under the company’s rules. For a one-person company, prepare a written decision of the sole shareholder. Do not rely on a later invoice, payment or email saying “we accept the contract” as a replacement for the required corporate decision.

The Commercial Chamber of the Cour de cassation has repeatedly insisted on this discipline. In Com., 6 December 2005, No. 03-16.853, the Court held that the takeover of a lease could not be inferred merely because all associates had participated in signing it and expressly agreed with the commitment. The published analysis states that it “ne saurait résulter de ce que tous les associés ont concouru à la signature du bail”. The lesson for a customer contract is direct: unanimous commercial enthusiasm is not necessarily the formal takeover required by the texts.

In Com., 13 December 2011, No. 11-10.699, the Court rejected a decision that treated a company’s partial reimbursement and a later leasing contract as sufficient evidence of an implied takeover. The official analysis says that the lower court had failed to establish the regular completion of one of the formalities required by Articles L. 210-6 and R. 210-5 and Article 6 of the 1978 decree. The case is a warning against confusing performance with corporate approval. The company may perform a customer contract in practice and still face a personal-liability dispute if the takeover record is missing.

The Court’s recent decisions reinforce the need for careful words in the original contract. In Com., 29 November 2023, No. 22-21.623, a published-bulletin decision applying Articles L. 210-6 and R. 210-6, the Court examined the legal status of an act connected to a company in formation. In Com., 29 November 2023, No. 22-12.865, the underlying commercial lease expressly said that the operation was carried out “au nom et pour le compte de la société en formation”. That wording is not a magic formula, but it shows the type of clear connection that should be visible in the customer contract and its supporting file.

The most recent authority in this article is Com., 18 June 2025, No. 24-14.311. The Court stated: “La reprise d’un acte accompli au cours de la période de formation d’une société ne peut résulter du seul accord ou de la seule volonté”. In other words, an agreement between the parties to substitute the company is not enough by itself; the statutory and regulatory takeover route must also be satisfied. The decision concerned a financing arrangement, but its principle applies to a customer contract that was signed before the French company’s registration.

The Kbis should be collected immediately after registration and sent to the customer with the takeover evidence. The Kbis proves the result; the acts schedule, mandate or associates’ decision proves the route. If the customer only receives a Kbis without the relevant corporate record, it may still ask who signed, on what date and under what authority. If the company name or legal form changed during formation, prepare an explanatory note and, where needed, a confirmation or addendum. A different name is not a reason to backdate the contract or silently rewrite the parties.

The registered SAS has its own representation rules once the company exists. Article L. 227-6 of the Commercial Code provides: “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts.” After registration, the president or another person with proper delegated authority can sign a confirmation or amendment for the registered company. That post-registration signature should describe the original pre-registration contract and the takeover decision; it should not pretend that the original signature was made after registration.

B. What to do if the customer disputes liability, performance or takeover

When a customer challenges the contract, begin with a chronology rather than a conclusion. Record the date of the founders’ decision, the date of the contract, the exact legal name used, the registration-application date, the actual RCS registration date, the date the Kbis became available, the date of the takeover decision and the first performance or payment. A foreign founder should preserve the original electronic signature certificate, document version, email chain, board or parent resolution, power of attorney and translation. The issue often turns on what the customer was told at the moment of consent.

Next, isolate the signature language. Ask whether the document says “société en formation”; whether it says that the founder acts “in the name and on behalf of” the future company; whether the founder is also named personally as a contracting party; and whether the customer accepted a personal guarantee. An email footer or a website domain is not enough to answer these questions. Read the order form, master agreement, statement of work, purchase order and the customer’s general terms together. If the documents conflict, the order of precedence clause may decide which identity and liability provision controls.

Then verify the takeover path. For a scheduled act, compare the signed contract with the annex to the statutes. The schedule should correspond to the final version, not an earlier quote that was replaced by a larger order. For a mandate, check that the person who issued it had authority, that it pre-dates the contract, and that the customer contract falls within its subject and financial limits. For a post-registration decision, check the date, corporate body, quorum or majority, contract description and attachment. A bare shareholders’ email or a later accounting entry may help as evidence of the commercial relationship, but it should not be treated as the statutory decision without a proper legal analysis.

If the customer refuses to perform because no Kbis was available on the signature date, respond with a controlled evidence pack. It should include the formation-status notice, filing receipt, proof of the intended registered office, the constitutional documents, the precise acts schedule or mandate, and the Kbis as soon as issued. Explain that the Kbis proves registration but that the contract was signed during the formation period under the French company-in-formation mechanism. Avoid stating that the customer has no right to ask for evidence. A customer may have a legitimate compliance policy, financing condition or procurement rule that requires a registration extract before payment.

If registration has already occurred, obtain the corporate takeover decision promptly. The resolution should name the customer, contract date, contract reference, essential financial terms and any amendment. Send the decision to the customer with the Kbis and request written acknowledgement. If the contract contains a condition precedent requiring registration, document the date on which the condition was satisfied. If the customer wants a new signature, use an addendum or confirmation that preserves the original commercial terms and states whether it is a confirmation of takeover, a novation or a new agreement. Those concepts have different effects and should not be mixed casually.

If the company never registers, the founder cannot point to a future legal person as a shield. Article 1843 of the Civil Code and Article L. 210-6 of the Commercial Code leave the acting person responsible for the obligations born from the act, with solidarity for a commercial company. That exposure may include payment, delivery, confidentiality, intellectual-property obligations, indemnities and termination costs. A foreign founder who signed several customer contracts should therefore set a registration deadline in each contract, cap interim commitments where commercially possible, and avoid accepting customer money in a way that suggests the future company has already become the legal recipient.

If the customer claims that the contract was signed by the founder personally, the founder’s defence will depend on the whole document and the evidence of shared intention. The 2023 decision in Com., 29 November 2023, No. 22-12.865 shows why the court examines the act’s wording and context. In a formation-period contract, the parties should not leave the court to infer whether the founder, a foreign parent or the future French company was intended to be the contracting person. The signature block, formation notice and takeover documents should tell the same story.

If the customer argues that the company’s later conduct proves takeover, the 2005 and 2011 decisions are important warnings. Payment, delivery, reimbursement, use of the service or a later financing arrangement may show that the parties behaved as though the company had taken over. They do not necessarily replace the formal route. Preserve evidence of those acts, but also prepare the proper associates’ decision and any required confirmation. The objective is to remove an avoidable procedural argument before it becomes a claim against the founder.

The contract should also handle the gap between legal identity and operational readiness. A customer may ask for a SIREN, SIRET, VAT number, insurance certificate, bank account or proof of beneficial ownership. The tax administration states that a French VAT number is issued to taxable businesses after the SIREN is obtained; the official impots.gouv.fr identification-number guidance explains the relationship between SIREN, SIRET and the VAT number. Do not insert a placeholder VAT number into a customer invoice. If the first transaction depends on VAT registration, state the commercial consequence of a delay and obtain tax advice about the taxable supply, invoicing date and place of supply.

The same care applies to banking. A foreign founder may have a personal account or a foreign parent’s account available before the French corporate account opens. That does not make the account the French company’s account. The contract should say where payments will be made and whether payment before registration is a deposit, a payment to the founder on an interim basis, or a payment to another disclosed entity. A customer’s anti-money-laundering or source-of-funds check may also require the name of the person receiving money. The formation file should not conceal that information.

For electronic contracts, keep the audit trail in a form that can be explained to a French court or a customer’s counsel. Archive the signed PDF, the certificate of completion, the time stamp, the identification method, the final attachments and the version of the terms incorporated by reference. If the founder signed through a foreign platform, retain the platform’s evidence rather than relying on a screenshot. The customer should receive one stable copy of the executed contract and the formation-status notice.

A short internal checklist can prevent most disputes:

1. confirm that the company name, legal form and registered office are still the intended ones;
2. write “société en formation” next to the proposed French company’s name;
3. state that the founder acts in the name and on behalf of that company in formation;
4. identify the customer agreement precisely and attach the final commercial terms;
5. disclose that registration and company takeover have not yet occurred;
6. choose and document the acts schedule, special mandate or planned post-registration decision;
7. set a registration deadline and the customer’s right to cancel or suspend performance;
8. preserve the founder’s authority, the customer’s informed acceptance and the complete electronic signature file;
9. obtain the Kbis and the SIREN after registration and verify the corporate representative;
10. adopt, sign and send the takeover record before relying on the company as the sole debtor; and
11. check separately VAT, insurance, regulated-activity and payment-account requirements.

The checklist is especially important for a foreign founder because translation can hide legal distinctions. “On behalf of” may be translated as a general agency phrase even though the French contract must identify a company in formation. “Ratification” can suggest a free-standing consent after the event, while the French rules require the applicable statutory or regulatory takeover mechanism. Use the French wording in the contract and provide an English explanation for the customer, but do not replace the legal terms with an imprecise translation.

The answer also changes if the customer contract is signed by a foreign parent, by a branch or by a French subsidiary that is already registered. A foreign parent may contract in its own name without waiting for a French Kbis, subject to tax, regulatory and permanent-establishment analysis. A branch is not the same legal person as its foreign head office. A registered French subsidiary has legal personality and its own representation rules. The present article concerns the narrower formation-period situation: a proposed French company has not yet acquired legal personality and the founder wants the customer relationship to belong to that company once registration is complete.

Conclusion

Yes, a foreign founder can sign a customer contract before a French company receives its Kbis, but the document must reflect the legal reality. Before registration, the future SAS, SASU, SARL or EURL is a company in formation, not yet a legal person. The founder is the person exposed by the act unless the registered company takes over the commitment through a properly documented route.

The contract should identify the founder, the proposed company and the formation status; say that the founder acts in the name and on behalf of the company in formation; disclose the pending registration; and describe the exact customer commitment. Before signature, place the contract on a precise acts schedule or issue a sufficiently detailed special mandate. After registration, obtain the Kbis, verify the RCS entry and adopt the required takeover decision where the schedule or mandate does not already produce that effect. Send the customer the Kbis and the corporate record together.

The central risk is not the absence of a paper extract on the signature day. It is the absence of a coherent chain linking the signature, the founder’s authority, the customer’s informed consent, the actual registration and the company’s formal takeover. For broader support on setting up and operating a French company for a foreign founder, see the French company formation and corporate advice page.

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