A foreign founder often needs to order software, equipment, stock, professional services or premises before a French company has received its Kbis. The commercial timetable can be much faster than the registration timetable. The practical question is not simply whether the founder may sign. It is which person signs, how the future company is identified, and how the undertaking will be transferred to the company after registration.

French law recognises a company in formation, but a commercial company does not have legal personality before its registration in the Register of Commerce and Companies (RCS). The founder can therefore act for the future company, while remaining exposed until the company properly takes over the contract. A supplier that sees only the name of a nonexistent company may instead treat the founder as its customer, challenge the contract, or demand a personal guarantee.

This guide focuses on a supplier contract signed by a foreign founder for a future French SASU, SAS or SARL. SASU means a single-shareholder simplified joint-stock company; SAS means a simplified joint-stock company; SARL means a limited liability company. It explains the correct wording, the evidence to preserve, the three statutory takeover routes, the effect of the November 2023 case law, and the consequences if registration or takeover fails. The objective is to make the supplier relationship usable on day one without confusing a future company with an already existing legal person.

I. Can a foreign founder sign a supplier contract before French company registration?

A. What the “company in formation” can and cannot do

The short answer is yes, but the future French company must be presented accurately. Before registration, there is no separate company capable of owning assets, owing the price or enforcing a contractual warranty in its own name in the same way as a registered company. The founder, or another person acting for the formation project, is the person who performs the legal act. The contract must make that transitional position visible.

The starting point is Article 1842 of the French Civil Code. It states that companies “jouissent de la personnalité morale à compter de leur immatriculation”, meaning that they acquire legal personality upon registration. Until that point, the formation project is not a legal person merely because the shareholders have agreed on a name, signed draft articles of association or paid part of the capital into a blocked account.

For a commercial company, Article L. 210-6 of the French Commercial Code fixes the same boundary. Its opening rule is: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” The RCS is the court registry record for commercial companies. The future entity may have a planned name, a draft registered office and a chosen form, but none of those elements replaces registration.

That does not mean that all pre-registration activity is forbidden. The official Service-Public guidance on creating a company explains that activity can be prepared before registration, provided that documents identify the entity as a “société en cours de formation”, or company in formation. The practical label should appear on quotations, purchase orders, supplier agreements, correspondence and invoices issued during the formation period. It tells the counterparty that the parties are using the statutory mechanism for a future company rather than pretending that the company already exists.

The legal mechanism is set out in Article 1843 of the French Civil Code. It begins with the words: “Les personnes qui ont agi au nom d’une société en formation avant l’immatriculation”. Those people are liable for the obligations created by the acts. If the company is commercial, the liability is joint and several between the persons who acted. In practical terms, the supplier may ask the founder to pay the invoice, accept delivery, honour a minimum purchase commitment or compensate a breach while the company is still awaiting registration.

The second sentence of Article 1843 provides the solution: “La société régulièrement immatriculée peut reprendre les engagements souscrits”. Once the undertaking is taken over, it is treated as having been contracted by the company from the beginning. This is often described as retroactive takeover, but it is not a vague promise that the future company will eventually pay. The act must be connected to the formation project, the company must be registered, and a recognised takeover route must be used.

A supplier contract is a typical formation-period act when it is genuinely required to launch the business. Examples include a cloud-hosting subscription for the planned operations, a manufacturing order for the first stock, a logistics agreement, a licence for core software, a business insurance quotation converted into a contract, or a professional services engagement connected to registration and launch. The commercial usefulness of the expense helps explain why the act was made for the future company, but usefulness alone does not transfer the obligation automatically.

The distinction between the person and the project matters. A clause that says only “ABC France SAS” is the customer, when ABC France SAS has not yet been registered, creates an avoidable identification problem. The supplier may argue that it contracted with a nonexistent party. The founder may argue that the supplier knew the company was being formed. The result can turn on the documents exchanged, the signing process, payment instructions, delivery address and subsequent conduct. A well-drafted contract does not eliminate every dispute, but it gives the court and the supplier a coherent legal path.

The future form does not cure bad drafting. A SASU, a SAS and a SARL are all separate legal persons only after registration. A SASU is not safer merely because it has one shareholder. A SARL does not make every founder act personal. A foreign parent company planning a French subsidiary must also avoid confusing the parent with the future subsidiary. If the foreign parent is intended to buy directly, it should be named as buyer. If the future French subsidiary is intended to take over, the document should say so and identify the founder acting for it.

There is a second boundary: the founder must have authority to make the commitment. A prospective shareholder who has no mandate from the other founders may expose himself or herself to a dispute about whether the act was genuinely made for the company project. The formation documents, written instructions from the shareholders, draft articles of association and a board or shareholder decision of the foreign parent can help show that the signatory was authorised. Those documents do not replace the takeover formalities, but they make the factual record stronger.

The safest working rule is therefore precise: sign as a person acting in the name and on behalf of a clearly identified company in formation, never as though the unregistered company already had a Kbis. Kbis is the official extract issued by the commercial court registry, commonly called the greffe, showing the registered company’s main legal information. The Kbis is evidence of registration; it is not the source of the contract and it should not be backdated.

B. How to protect the founder and supplier before the Kbis

The signature block is the first control. It should identify the founder by full name, nationality or address where relevant, and capacity. It should name the proposed company, its planned legal form, its proposed registered office and the fact that it is a company in formation. It should state that the founder acts in the name and on behalf of that company, subject to its registration and takeover under French law. If the final name, address or legal form is still under discussion, the uncertainty should be explained instead of hidden.

A useful English formulation is:

“[Full name], acting in the name and on behalf of [provisional name], a French [SASU/SAS/SARL] company in formation, whose proposed registered office is [address], registration with the RCS pending.”

The French expression “pour le compte de la société en formation” can be added when the supplier works primarily with French documents. The wording should not imply that the unregistered company is already a contracting legal person. It should also not say that the founder has no liability before registration. Article 1843 creates that liability precisely so that a supplier is not left without a debtor during the formation period.

The main body of the contract should identify the transaction in enough detail for later inclusion in a statement of acts. A short description such as “general services” is weak. State the goods or services, quantity, specifications, price, taxes, delivery date, acceptance criteria, payment terms, renewal period, termination rights and any limit on the founder’s commitment. For a recurring subscription, state the total maximum pre-registration exposure and the date on which the company must be registered or the order may be cancelled. For stock or equipment, list the serial numbers, delivery location and transfer-of-risk clause.

The supplier should know who is responsible for operational decisions before registration. A future registered office address can be provisional, but a delivery address should be real and controlled. If the founder is working from abroad, state whether delivery is to a French warehouse, a fulfilment provider or the founder’s premises. This avoids a later argument that the supplier delivered to the wrong customer or that the goods were accepted by an unauthorised person.

The document should also address the registration event. A practical clause can require the founder to provide the new company’s SIREN number and Kbis or registration evidence within a specified period. SIREN is the nine-digit French national identification number assigned to the company. The supplier can then issue an addendum replacing the formation description with the exact registered name, registered office and SIREN. The addendum is useful evidence even where the statutory takeover has already operated through another route.

Do not confuse a contractual substitution clause with the statutory takeover. A supplier may agree that a future company will replace the founder, but the clause must be drafted so that it does not create a personal purchase order first and an unstructured assignment later. The transfer should identify the effective date, the liabilities already accrued, deposits, warranties, confidentiality obligations, data processing, intellectual property and disputes. If the supplier requires the founder to remain a guarantor, that guarantee must be separate, clear and proportionate. Acting for a future company and guaranteeing its debt are different commitments.

Supplier onboarding is a frequent pressure point for foreign founders. A supplier may request a passport, proof of address, proof of the proposed registered office, draft articles, a capital-deposit certificate, a foreign parent’s corporate extract, beneficial-owner information and an explanation of the business. Give the supplier enough information to complete its customer due diligence, but label documents correctly. A draft article of association is not a Kbis. A capital certificate is not proof that the company has legal personality. A provisional company name is not a SIREN.

The supplier’s approval email should be preserved with the signed contract. It is useful to show that the supplier understood the formation status and accepted the proposed takeover route. The same applies to the quote, purchase order, delivery confirmation, bank-transfer record, invoice, correspondence about the planned registration and the final company decision. Keep the original files with their timestamps. Do not silently replace the first contract with a new version after registration; keep an audit trail showing what was signed before and what was confirmed after.

Before signing, a foreign founder should run five checks:

• Confirm whether the foreign parent, the founder personally or the future French company is the real economic buyer.
• Use “company in formation” language and an express statement that the signatory acts in its name and on its behalf.
• Define the transaction, price, delivery, term and maximum exposure precisely enough for a statement of acts.
• Agree what happens if registration is delayed, the name changes, the structure changes or the application is refused.
• Plan the takeover route before the signature, rather than waiting until a supplier demands payment.

The supplier should run a parallel check. It should decide whether it is comfortable with the founder’s interim liability, request a deposit or personal guarantee if commercially justified, and set a deadline for registration evidence. It should not issue an invoice to a company name that cannot yet be verified as registered. If the supplier wants the founder to remain the permanent debtor, the contract should say that plainly. If it wants the company to become the debtor after takeover, its wording and post-registration process should reflect that choice.

French contract law reinforces the need for a complete document. Article 1103 of the French Civil Code provides that “Les contrats légalement formés tiennent lieu de loi à ceux qui les ont faits.” A legally formed contract binds its parties. Article 1104 adds that contracts “doivent être négociés, formés et exécutés de bonne foi” and makes that rule mandatory. Good faith does not create a company before registration, but it supports transparent disclosure of the formation status and honest communication about the planned takeover.

Finally, a foreign founder should separate the legal analysis from tax and accounting treatment. The official tax guidance on deductible professional expenses requires expenses to be incurred in the direct interest of the business, to be properly recorded and supported by invoices. That may help the registered company account for an expense after takeover, but accounting recognition does not itself transfer a contract. The legal act, the takeover route and the evidence must all align.

II. How does the future company take over the supplier contract?

A. The three statutory takeover routes for a SASU, SAS or SARL

French law provides a limited set of routes for transferring pre-registration commitments to the registered company. The practical names differ in English, but the legal idea is the same: the future company must be given a reliable record of the act and a decision or mechanism that connects it to the registered entity. The three routes are the statement of acts attached to the articles of association, a precise mandate given before the act, and a post-registration decision by the company.

The first route is the statement of acts. Before the articles of association are signed, the founder prepares a list describing the acts already completed or to be completed for the company in formation. For a SARL, Article R. 210-5 of the French Commercial Code deals with the statement presented before signature and the effect of attaching it to the articles. The text uses the direct instruction “Cet état est annexé aux statuts”, meaning that the statement is annexed to the articles of association. On registration, the commitments described in the annex can be taken over through that statutory mechanism.

For a SAS or a SASU, the corresponding provision is Article R. 210-6 of the French Commercial Code. It also requires the formation-period acts to be made available or annexed in the prescribed manner. The exact document should be prepared for the chosen legal form, not copied mechanically from a different form. The statement should identify the supplier, date, contract type, subject matter, financial amount, term, payment already made, remaining balance and the person who signed.

The statement should be specific. “Supplier costs: approximately €10,000” is not the same as identifying a contract with a named vendor for 100 units at a stated price. The more material the commitment, the more important the description becomes. A recurring cloud contract should include the monthly price, minimum term and cancellation exposure. A purchase order should include the order number and product list. A consulting agreement should identify the scope, fee cap and deliverables. If the final price depends on an objectively defined variable, describe the formula and the maximum known exposure.

The second route is a precise mandate issued before the founder signs. The persons forming the company can authorise the founder to enter into specified commitments for the company in formation. The mandate should identify the counterparty, the contract type, the maximum amount, the duration, the purpose and any conditions. A general sentence allowing the founder to “do everything necessary” is risky for a large supplier agreement. A mandate for “an IT contract with [named supplier] up to €18,000 excluding VAT for twelve months” gives the supplier and the future company a much clearer record.

The mandate can be included in the draft articles, in a separate signed resolution or in another formation document suited to the company. For a SASU, the sole shareholder can document the authorisation. For a SAS, the founders or the body designated by the formation documents can approve the scope. For a SARL, the future associates should keep a written record. A foreign parent that funds or controls the project can provide a corporate authorisation, but that authorisation should not be presented as though the French subsidiary already exists. It proves authority for the formation act; it does not replace French registration.

The third route is a decision after registration. Once the French company has been registered, its competent corporate body can decide to take over the supplier contract. In a SASU this will normally be recorded as a written decision of the sole shareholder or the competent body under the articles. In a SAS, follow the approval rules in the articles. In a SARL, record the decision of the associates or manager as appropriate to the circumstances and the articles. The decision should quote or attach the original supplier contract and state that the company takes over the specified commitment from its formation date where the statutory mechanism applies.

The word “ratification” is useful commercially, but the document should use the legal facts rather than relying on the label. State the registered company’s exact name, SIREN, registered office, date of registration, original contract date, counterparty, amount, term and the resolution or statutory route relied upon. Send the decision to the supplier and request a short acknowledgement or addendum. Keep the supplier’s written acceptance even if the company’s internal decision is sufficient between the parties.

The effect is important. Under Article 1843, once the company regularly takes over the commitment, the undertaking is deemed to have been contracted by the company from the outset. The founder’s interim liability is replaced for that undertaking according to the statutory effect, subject to any separate personal guarantee or independent obligation. The founder should not assume that a payment from the company’s bank account alone produces this result. Payment is evidence of performance, not necessarily a valid corporate takeover.

The registration workflow should be coordinated with the French formalities system. The INPI information on filing company acts explains the role of the French National Institute of Industrial Property in the online formalities process. The one-stop shop, known in French as the Guichet unique, transmits the incorporation formalities to the relevant bodies. The INPI information on the Guichet unique and the National Business Register also distinguishes the National Business Register, or RNE, from the Kbis delivered by the commercial court registry. Filing a formation document through the right channel is part of the record; it is not a substitute for checking whether registration actually occurred.

For the wider incorporation and corporate-law steps around the supplier commitment, the firm’s French company formation and corporate-law page provides the relevant starting point. The supplier-contract question remains narrower: the contract must be identified and taken over, even when the founder is also handling the registered office, bank account and first tax formalities.

The following completion file is a useful minimum for a supplier contract:

• the signed formation-period supplier contract and all schedules;
• the statement of acts or precise pre-signature mandate, if that route is used;
• draft and final articles of association showing the company form and registered office;
• the filing receipt, registration confirmation, SIREN and Kbis or equivalent registration evidence;
• the post-registration corporate decision and the supplier’s acknowledgement or addendum;
• orders, invoices, delivery records, payment evidence and correspondence about the takeover; and
• a note explaining any change between the planned company and the registered company.

That final note matters when the project changes. A founder may start with “Northstar France SAS” and register “Northstar France SASU”. The registered office may move from a temporary address to a domiciliation provider. A planned subsidiary may become a branch, or a supplier may be moved from the French entity to the foreign parent. These are not merely cosmetic changes. Reconcile the party identity, obtain a supplier addendum where necessary and do not rely on a formation statement that describes a different entity.

B. What happens when registration, wording or ratification fails?

The risk can be analysed in three separate stages: the contract’s formation, the founder’s interim liability and the company’s later takeover. Failure at one stage should not be hidden by asserting that another stage automatically cures it.

First, examine what the supplier actually signed. Article 1128 of the French Civil Code lists the requirements for contractual validity: “Sont nécessaires à la validité d’un contrat” followed by the parties’ consent, capacity and a lawful and certain content. If the supplier consented to deal with a person acting for a company in formation, the contract can be analysed on that basis. If the document states only that an unregistered company itself signed, the court may have to determine whether the act was made by an identifiable person, whether consent existed and whether the act can be taken over.

Second, ask whether one of the statutory takeover routes was completed. The Court of cassation’s Third Civil Chamber held in its decision of 15 October 2015, no. 13-24.355, that takeover could not be inferred from a broad factual narrative where the formal mechanisms required by the texts were absent. The official decision is available on Cour de cassation, 3rd Civil Chamber, 15 October 2015, no. 13-24.355. An older Commercial Chamber decision, 23 May 2006, no. 03-15.486, likewise emphasised that takeover does not arise simply because the associates signed documents or because the company was later registered; consult the official decision no. 03-15.486.

Third, account for the modern case law without treating it as permission to draft carelessly. In three decisions delivered on 29 November 2023, the Commercial Chamber reconsidered the way courts identify the intention to act for a company in formation. The decision no. 22-12.865 and the decision no. 22-18.295 are official examples. They make clear that the absence of a perfect formula such as “in the name and on behalf of” is not necessarily the end of the analysis. The judge may assess the circumstances and the common intention shown by the contract and surrounding evidence. A related decision from the same date, no. 22-21.623, must also be read with the facts of its own transaction.

This development helps a supplier where the documents clearly show a formation project but contain imperfect wording. It does not make the founder’s identity irrelevant. It does not make a nonexistent company a legal person before registration. It does not eliminate the need for the statement of acts, a precise mandate or a post-registration decision. The safer approach remains to use the correct capacity at signature and to complete the selected route.

The subject-matter of the contract can also affect the analysis. In its decision of 30 March 2023, no. 21-25.920, the Third Civil Chamber stated, in the context of works contracts, that “la reprise des contrats de louage d’ouvrage ne peut être implicite”. The official decision no. 21-25.920 is a warning for any supplier relationship: the company’s use of goods or services after registration should not be the only evidence of takeover. A supplier should ask for the company’s written decision and a founder should obtain it promptly.

The Court of cassation also continues to distinguish a person acting for a future company from a person contracting personally while reserving a vague right of substitution. In its decision of 12 February 2025, no. 23-22.414, the Commercial Chamber examined a protocol signed by an individual and the limits of a later substitution argument. The official decision no. 23-22.414 shows why a supplier contract should state the capacity at the beginning, rather than trying to reconstruct it after a dispute. A personal signature followed by an optional assignment is not the same thing as an act made for a company in formation.

Another recent official decision, Commercial Chamber, no. 22-21.616, available at Cour de cassation decision no. 22-21.616, illustrates the risk where the contract is signed by the company itself even though it does not yet exist. The precise facts matter, but the practical lesson is stable: do not allow the contract to represent the future French company as an already registered signatory. Name the human signatory and explain the capacity.

If registration is refused, abandoned or never completed, there is no registered company to take over the supplier contract. The founder or other person who acted remains exposed under Article 1843 if the act was made for the company in formation. The supplier may claim the price, seek delivery or damages, enforce a termination clause or rely on an agreed security. If the contract was drafted as though the company already existed, the parties may instead face arguments about invalidity, lack of consent, misrepresentation or the identity of the debtor. The solution depends on the contract and facts; it cannot be repaired by simply typing a later company name into an invoice.

If registration occurs but the company refuses to take over the contract, the founder’s position depends on the original act and the route attempted. A founder should not sign a commitment beyond the project’s approved scope and then assume that shareholders can reject it without consequence. A supplier should not assume that registration alone makes every formation-period purchase a company debt. The act must be identified and taken over. A refusal may also lead to a negotiated cancellation, return of goods, settlement or separate assignment, but the settlement should describe what happens to the founder’s liability and any personal guarantee.

Evidence becomes decisive. Article 1353 of the French Civil Code states: “Celui qui réclame l’exécution d’une obligation doit la prouver.” The party seeking payment must prove the obligation, while the party claiming release must prove payment or the event that extinguished the obligation. Preserve the signed version, not just a PDF export without metadata. Keep the email that transmitted the draft, the supplier’s acceptance, the authority document, the statement annexed to the articles, the registration evidence and the post-registration decision.

The proof should answer six questions:

• Who signed the supplier contract, and in what capacity?
• Was the proposed French company identified as a company in formation?
• What exact goods, services, price and term were approved?
• Which takeover route was selected before or after signature?
• When did the French company receive legal personality and what was its exact identity?
• Did the supplier receive and accept the registration and takeover documents?

Foreign founders should also check the practical consequences after takeover. The invoice should show the registered customer name and SIREN. The supplier’s account should be updated. Goods should be delivered to the company or its authorised logistics provider. The French company’s accounting file should link the post-registration entry to the original contract and takeover document. If the contract concerns VAT, the value added tax number should be used only when the company has the correct tax status and number; a takeover does not retroactively create a VAT registration that did not exist.

The final decision can be made with a simple risk matrix. If the supplier contract is essential, the parties are identified, the founder’s capacity is clear, and a statement or precise mandate is ready, signing before registration can be commercially sensible. If the contract is high value, long term, personally guaranteed, regulated or difficult to cancel, obtain a tailored review before signature. If the registered company’s form or name is uncertain, postpone the commitment or use a short conditional order. If registration is refused or the supplier refuses formation-period wording, document who will remain the customer and do not rely on a future takeover that cannot occur.

The result is a controlled process rather than a race to obtain a Kbis. The founder can move the business forward, the supplier can identify its debtor and the company can take over a known commitment after registration. The legal protection comes from the combination of accurate capacity, precise contract terms, a recognised takeover route and complete evidence.

Need a quick opinion on your case

A telephone consultation within 48 hours with a lawyer from our firm can help you review the supplier contract, signature wording and takeover documents.

+33 6 46 60 58 22 — Contact the firm

Conclusion

A foreign founder may sign a supplier contract before a French company receives its Kbis, but the founder must sign as a person acting for a company in formation and must prepare the company’s later takeover. The future SASU, SAS or SARL does not have legal personality until registration. Before that event, the people who acted remain responsible for the commitments created by their acts.

The practical safeguards are straightforward: identify the future company without pretending that it already exists, describe the supplier commitment precisely, approve it through a statement of acts or a specific mandate, and retain the documents that prove the formation project. After registration, record the takeover through the applicable statutory route, send the supplier the exact company details and preserve its acknowledgement. A bank payment, a new invoice or use of the goods can support the evidence, but none should replace the legal process.

The November 2023 decisions make the courts more attentive to the parties’ real intention, yet they do not reward ambiguity where a simple capacity clause and a complete takeover file were available. For a foreign founder, the most efficient path is to decide the allocation of risk before the purchase order is signed: who is buying, who pays if registration fails, whether a guarantee is required, and which company decision will be made after registration. That discipline keeps the business moving while protecting the supplier, the founder and the future French company.