A US company can create and own a French subsidiary without moving its shareholders or directors to France. The practical difficulty is not the nationality of the parent. It is proving, in a form accepted by the French filing channel, that the parent exists, that the person signing for it has authority, and that the natural persons who ultimately control the group can be identified. A French subsidiary is usually incorporated as a société par actions simplifiée (SAS), including a single-shareholder SASU (société par actions simplifiée unipersonnelle), because the form gives the group considerable flexibility in its articles of association. It remains a French company: it has its own legal personality, registered office, bank account, tax registrations and management obligations.

This guide addresses the corporate-parent scenario. It is not a guide for an individual moving to France, buying French property or opening a branch. The focus is the document pack and the filing sequence for a US corporation, limited liability company or equivalent entity that wants a French operating company. The safest approach is to make the US parent documents tell one consistent story from the board resolution through the apostille, French translation, beneficial-owner declaration and Kbis extract. A mismatch in the legal name, address, signatory or ownership chain can delay the filing even when the proposed French business is straightforward.

For the wider map of French corporate obligations affecting overseas groups, see the French business law pillar for foreign companies. The present article narrows that broader subject to one urgent question: how a US legal person can assemble a credible French subsidiary file and recover quickly if the registry asks for corrections.

I. How can a US company prepare a French subsidiary filing?

A. What corporate structure and documents should the US parent prepare?

The first decision is to separate the commercial question from the evidence question. A French subsidiary is not merely the US company operating under a French label. It is a new legal person incorporated under French law and owned by the US parent. The parent may be the sole shareholder of a French SASU or one shareholder of a multi-shareholder SAS. A French limited liability company, or société à responsabilité limitée (SARL), can also be considered, but the SAS is often more adaptable when the group expects several financing rounds, preferred rights, a flexible governance design or a future investor. The right form depends on the business, regulated activity, financing, director arrangements and tax objectives; the US parent’s nationality does not by itself dictate SAS or SARL.

The starting legal rule is the moment when the French company becomes a person distinct from its shareholder. Article 1842 of the French Civil Code states that qualifying companies jouissent de la personnalité morale à compter de leur immatriculation. In practical English, the subsidiary does not acquire its separate corporate personality merely because the US board approved a project or because draft articles were signed. It acquires that personality when it is registered. The official wording is available in Article 1842 of the French Civil Code. The same principle appears for commercial companies in Article L. 210-6 of the French Commercial Code, which links legal personality to registration in the French Register of Commerce and Companies, known as the Registre du commerce et des sociétés or RCS.

For a standard US parent investment, the first corporate document should normally be a current certificate or extract proving the parent’s existence under the law of its state of incorporation. The label varies: Certificate of Incorporation, Certificate of Formation, Certificate of Organization or an official registry extract may be used in the United States. A Certificate of Good Standing or equivalent certificate is useful when the recipient needs confirmation that the entity remains active, but it does not automatically replace the document proving original incorporation. Ask the French filing professional or the filing channel which combination is required for the particular parent and state. A tax document is not a substitute merely because it carries a government seal.

The Employer Identification Number, or EIN, is the federal tax identification number issued to a US entity by the Internal Revenue Service. It helps identify the parent for tax and banking purposes, but it usually does not prove the company’s legal existence or the authority of the person signing the French incorporation documents. Include it when a bank, tax adviser or compliance team asks for it, while keeping it conceptually separate from the state-level corporate record. The French file should make clear which document proves existence, which document proves current status, and which document proves the signatory’s authority.

The second essential document is a resolution of the US parent’s board, managers or authorised governing body. It should identify the proposed French subsidiary, approve the investment, approve the draft French articles, authorise the capital contribution, appoint or approve the proposed French president, and authorise a named person to sign and submit the filing. If the US parent’s internal rules require shareholder approval, obtain that approval too. A generic sentence authorising “any business in Europe” is harder to reconcile with a precise French filing than a resolution that names the subsidiary, its proposed name, registered office, capital, shareholder percentage and signatory.

Authority should be traced through the chain. If the US board authorises its chief executive officer, and the chief executive officer grants a power of attorney to a French lawyer or formalities agent, retain both links. If the signer is a director whose power comes from the parent’s bylaws, keep the relevant extract or certification. If another group company signs, explain why that company has authority to act for the shareholder. A French power of attorney should identify the principal, the representative, the transaction, the ability to sign the articles and the ability to correct or resubmit the filing. It should not be an open-ended document that leaves the scope uncertain.

Article L. 227-1 of the Commercial Code is the core statutory reference for the SAS. It begins: Une société par actions simplifiée peut être instituée par une ou plusieurs personnes. That wording supports a one-shareholder or multi-shareholder structure. The current article is available through the official Légifrance chapter on sociétés par actions simplifiées. The articles must still deal coherently with the president, decision-making, transfer restrictions, capital, financial rights, approval clauses and any special rights. Flexibility is not a licence to leave governance clauses incomplete.

The French document pack will normally need the proposed articles of association, evidence of the registered office, the capital deposit certificate when a cash contribution is used, the declaration of non-conviction and parentage for the individual legal representative, identification documents, and the beneficial-owner declaration. The exact formalities vary with the business and the status of the director. A regulated activity may require an additional authorisation, qualification or professional registration. If the US parent itself is proposed as president or another director, obtain advice on the corporate-director consequences rather than assuming that an individual resident in France must be appointed.

The registered office deserves separate attention. Article L. 123-11 of the Commercial Code says an applicant must doit justifier de la jouissance du ou des locaux used for its registered office. The official provision is Article L. 123-11 of the French Commercial Code. A lease, domiciliation contract, ownership document or other acceptable evidence must correspond to the exact entity and address stated in the articles. A document naming the US parent, a different group company or a former address may not prove that the French subsidiary has the right to use its registered office. If the office is supplied by a domiciliation company, check that the contract identifies the French company or the company in formation and covers the intended activity.

Prepare a corporate identity table before anyone signs. Put the US legal name, state, registration number, registered office, current status, authorised signer, French subsidiary name, French address, capital, shareholder percentage and ultimate owners in one working document. Compare every character, including commas, suffixes such as Inc. or LLC (limited liability company), and changes of address. Do not translate the US parent’s legal name into a French corporate name unless the filing has a clear reason to do so. A French translation can describe the legal form for explanation, but the official name should remain identifiable against the US record.

B. How should apostille, translation and Kbis evidence be assembled?

An apostille is an authentication certificate, not a translation and not proof that the underlying corporate facts are correct. Whether a particular US document needs an apostille, another authentication route or no additional formality depends on the issuing authority, the document and the recipient. The person preparing the file should confirm the route before ordering several copies. A state-issued certificate may have a different competent authority from a document issued by a federal authority. A notarised copy can also require a separate authentication chain. Do not assume that a notarisation performed for a US bank automatically satisfies a French registry or bank.

Where authentication is required, use an original or an official electronic document that the recipient accepts, follow the competent US authority’s process, and preserve the complete certificate including the apostille attachment. Scan the document in colour and keep the original available. The name, seal, signature and date should remain legible. If the document is reissued after the resolution was signed, check that the dates do not create a contradiction. An old certificate of good standing can be rejected by a bank even if it would have been adequate for a registry filing.

French authorities generally need documents in French or accompanied by a French translation meeting the applicable requirements. Use a French sworn translator when the filing channel, bank or tax office requires one. Keep the original-language document and translation together. The translation should preserve the corporate name, registration number, dates, addresses and capacity of the signatory; it should not turn an American “member” into a French “shareholder” if that changes the legal meaning. The official Service Public form notice for business formalities also directs users to check whether a foreign document must be legalised or apostilled and states that documents in a foreign language must be accompanied by a translation. It is available from the Service Public formalities notice.

The incorporation file should distinguish four layers of evidence. First is the parent’s existence: incorporation certificate, current registry extract or equivalent. Second is authority: board resolution, bylaws or incumbency evidence, and power of attorney. Third is ownership: the percentage held by the US parent and the chain leading to natural persons. Fourth is the French company: articles, registered-office proof, capital evidence and director information. Combining all four layers into one vague “company pack” makes it harder to answer a rejection. A short index should tell the reviewer what each attachment proves.

The ownership layer is often where foreign-parent files slow down. The French term bénéficiaire effectif means the natural person who ultimately owns or controls the company. In English compliance documents this person is often called the ultimate beneficial owner, or UBO. Article L. 561-2-2 of the Monetary and Financial Code defines the concept by reference to natural persons who control the client directly or indirectly. The statute says: le bénéficiaire effectif est la ou les personnes physiques. See Article L. 561-2-2 of the Monetary and Financial Code.

For a US parent wholly owned by one individual, the chain may be short, but it still must be documented. For a venture-backed parent, the chain can run through holding companies, funds, voting agreements and individuals with control rights. Do not list only the US corporation as the beneficial owner: it is a legal person, while the declaration concerns natural persons. If no individual meets the ownership or control tests after a documented analysis, the applicable fallback for the legal representative must be considered carefully. A bank’s customer due diligence file and the French beneficial-owner declaration should tell the same story.

Article L. 561-46 requires companies to declare beneficial-owner information through the organisation designated under the single formalities system. The official provision says the company must declare les informations relatives aux bénéficiaires effectifs; see Article L. 561-46 of the Monetary and Financial Code. The implementing rules describe the identity, personal address, nationality, date and place of birth, and the nature and extent of control. The current section containing Article R. 561-55 and Article R. 561-56 is available on Légifrance’s beneficial-owner register provisions.

For the French company’s filing, the US parent’s ownership percentage is not the end of the analysis. If the parent is itself controlled by another company, provide the next level. If voting rights differ from economic rights, explain both. If a fund has no individual with the relevant control, document the analysis instead of guessing. If the parent’s name in its registry extract differs from the name in the French articles, correct the inconsistency before filing. A beneficial-owner form that identifies a person with a different spelling from the passport or corporate chain can trigger a request for correction.

Electronic signatures can be valid, but acceptance depends on the signature method and the document. Article 1367 of the Civil Code says that the signature identifies its author and expresses consent; for electronic signatures, it refers to a reliable identification process linked to the instrument. The text is available at Article 1367 of the French Civil Code. A platform audit trail, signer certificate and completed document are more persuasive than a pasted image of a signature. If a US board resolution is signed electronically, retain the certificate and the evidence of the signatory’s capacity. If the filing recipient demands a wet-ink original, use that route for the documents concerned.

Finally, distinguish the RNE certificate from the Kbis. The Registre national des entreprises, or RNE, is the national register of businesses. The Kbis is the official extract traditionally used to evidence a commercial company’s registration in the RCS. The National Institute of Industrial Property, known as the Institut national de la propriété industrielle or INPI, administers the single electronic formalities channel and provides information on documents that prove a company’s existence. Its English page explains the relationship between the RNE registration certificate and the Kbis extract: INPI guidance on proof of company existence. A US parent should save whichever official registration evidence is actually issued, rather than delaying a transaction while assuming only one label is possible.

II. What happens after filing and how can the US parent prevent rejection?

A. What must the US parent do after the French subsidiary receives its Kbis?

Registration is the beginning of the operating sequence, not its end. Once the French subsidiary is registered, download the Kbis or RNE registration certificate, the final articles and the beneficial-owner receipt, and compare them with the approved documents. Check the company name, legal form, registered office, president, business activity, registration number and date. The French registration number is the SIREN, meaning the national system identifier for businesses and establishments. An establishment receives a SIRET, the identifier combining the SIREN with the establishment number. These identifiers should be used consistently with the tax office, bank, customers, suppliers and payroll provider.

The public registration record also has a practical function. A bank conducting onboarding wants to see that the entity exists, who controls it, who can bind it and where it operates. Give the bank a single post-registration pack: Kbis or RNE certificate, articles, board resolution, president’s identification, beneficial-owner evidence, registered-office contract, capital deposit evidence and the US parent’s authenticated corporate documents. Explain that the French subsidiary is the account holder and that the US parent is the shareholder. If the proposed account is for the subsidiary, do not submit invoices or contracts that make the US parent appear to be the contracting entity without explaining the relationship.

Open the tax and administrative accounts in the right order. The French tax administration may allocate or confirm tax identifiers and access to the professional online area. The Service des impôts des entreprises, or SIE, is the business tax office. The impôt sur les sociétés (IS) is French corporate income tax. The taxe sur la valeur ajoutée (TVA) is French value-added tax. The Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales (URSSAF) collects many social-security contributions. These are different authorities and obligations; a French registration does not mean that every tax or social account is automatically ready for the first invoice or first payroll.

The official tax administration explains that the single formalities channel transmits creation information to recipient organisations and can lead to registration in the SIRENE directory, the Système national d’identification et du répertoire des entreprises et de leurs établissements, alongside the RNE, the allocation of a SIRET and, where appropriate, a European VAT number. It also makes clear that other tax and social declarations remain the company’s responsibility. Review the impots.gouv.fr creation formalities guidance and create a calendar for tax, social, accounting and corporate approvals. A foreign shareholder should designate who monitors official electronic notices; an unanswered request can be more damaging than an incomplete first submission.

VAT must be analysed by transaction and entity. A French subsidiary making taxable supplies in France will normally need to address French VAT registration and returns, while a US parent without a French establishment may have a different position for its own French transactions. Do not use the subsidiary’s VAT number on the parent’s invoices or reverse the roles without a documented tax analysis. The French tax administration’s page on VAT registration addresses foreign businesses, the competent service and cases in which a French VAT registration is required. The group should decide which entity contracts, invoices, imports, exports, owns stock and bears commercial risk.

The intercompany relationship should be documented before money moves. If the US parent provides management, technology, marketing, financing or back-office services, prepare agreements that identify the service, price, evidence of performance, invoicing entity and tax treatment. If the French company pays the parent, assess corporate deductibility, withholding tax, VAT, transfer-pricing documentation and foreign-exchange or bank requirements. If the parent funds the French company, decide whether the payment is capital, a shareholder loan or another instrument. The French subsidiary’s accounting records should not treat unexplained transfers as revenue or informal capital.

Keep the corporate boundary visible. Article L. 210-6 makes the people who act for a company in formation potentially responsible for pre-registration acts unless the company properly takes them over. The rule matters when the US parent signs a French lease, hires a supplier or commits to a customer before registration. Put “for and on behalf of [French company] in formation” language in the instrument where appropriate, follow the statutory takeover mechanism, and do not assume that a later invoice will cure a defective signature. The official article explains that commitments can be deemed taken over from the beginning only when the company, after constitution and registration, properly takes them over.

Article R. 210-6 of the Commercial Code describes, for a company by shares formed without a public offering, the statement of acts completed for the company in formation and the mandate that can be granted for acts to be taken. The text refers to l’état des actes accomplis pour le compte de la société en formation; see Article R. 210-6 of the Commercial Code. Use a pre-incorporation schedule for the lease, bank, professional fees, software, recruitment and regulatory applications. Identify the act, counterparty, date, amount and person who signed it. The US parent should not let several group entities sign separate versions of the same commitment.

Governance should also be operational from day one. The president of the SAS needs a clear delegation matrix, bank mandate and record of decisions. A sole US shareholder must retain written decisions required by the articles and by French company law. If the president is a corporate person, verify the identity and authority of its permanent representative and the additional responsibilities that may follow. If a French resident director is appointed only to facilitate administration, document the real governance and avoid creating a misleading split between formal and actual management. Director status can have social-security, tax residence and permanent-establishment implications; it should be assessed with the activity and the location of decision-making in view.

There is also a public-disclosure calendar. Changes to the name, office, president, business activity, shareholders where relevant, beneficial owners or articles may require an update through the formalities channel. A change in the US parent’s ownership or control can affect the beneficial-owner declaration even if the French subsidiary’s Kbis still looks unchanged. Article R. 561-55 provides for a modifying registration within the applicable period after a fact or act requires correction or completion; it refers to a period of thirty days in the current provision. Do not wait for a bank to find the mismatch. Use the official beneficial-owner provisions as the starting point for the update analysis.

Build a first-year legal calendar with at least these entries: final registration evidence, beneficial-owner confirmation, bank opening, tax-account activation, VAT decision, accounting engagement, invoice details, corporate approval dates, annual accounts preparation, annual approval, filing of accounts when required, payroll and URSSAF steps if an employee is hired, and renewal dates for the registered office or lease. The BODACC, the Bulletin officiel des annonces civiles et commerciales, is the official bulletin for certain civil and commercial announcements. Explain that acronym before using it with the US board or investors. Calendar ownership should be assigned to a named officer or provider, with a backup who can access the French portals and documents.

B. What can the US parent do if INPI or the greffe rejects the file?

A rejection, request for correction or status marked incomplete is not a reason to submit the same file again. First preserve the notice, its date, the formalities number and every attachment that was sent. Then classify the issue: parent existence, document age, apostille or authentication, French translation, signatory authority, registered office, capital, director identification, beneficial-owner chain, regulated activity or technical defect in the portal. The greffe is the registry office of the competent commercial court. INPI is the national intellectual-property institute that operates the electronic formalities channel. They may be involved in the same process but they are not interchangeable labels for the decision-maker.

Read the rejection literally. If it asks for proof that the US parent is active, a new board resolution does not necessarily solve the problem. If it says the signer’s authority is unproven, a Certificate of Good Standing alone will not establish that authority. If it identifies a translation defect, adding an English explanation will not replace the required French translation. If the registered-office proof names the wrong entity, obtain a corrected contract or an assignment rather than simply uploading the old document again. Write a response matrix with four columns: reason, evidence requested, replacement document, and filing action.

The statutory background is important. Article L. 210-7 of the Commercial Code provides that registration follows verification by the competent court clerk of the regularity of the company’s constitution. The text refers to verification par le greffier du tribunal compétent de la régularité de sa constitution. The provision is reproduced in the official Légifrance section on preliminary company rules. The clerk is therefore not merely checking whether a PDF exists. The reviewer is checking whether the constitutional facts, legal form, signatory information, registered office and prescribed formalities fit together.

Article L. 123-33 establishes the single electronic filing model. It says, in relevant part, Ce dossier est déposé par voie électronique auprès d’un organisme unique désigné à cet effet. See Article L. 123-33 of the Commercial Code. The same article states that the filing serves as a declaration to the recipient when the file is regular and complete for that recipient. This is why “uploaded” and “complete” are different concepts. A US parent should identify the recipient that rejected the file and answer that recipient’s actual request, while keeping a complete record of the electronic submission.

Pre-incorporation contracts require particular care after a rejection because the French company may not yet have legal personality. In Cass. com., 29 November 2023, no. 22-18.295, published in the Bulletin, the Court of cassation stated that il appartient au juge d’apprécier souverainement the circumstances surrounding an act made during the formation period when deciding whether it was intended for the company. The decision is also available through the Cour de cassation record for appeal no. 22-18.295. The practical lesson for a US group is not to rely on litigation to repair drafting. Name the company in formation, identify the individual or entity signing, preserve the board authority and record the takeover of the commitment after registration.

The Court’s earlier authority shows why a later informal ratification can fail. In Cass. com., 6 December 2005, no. 03-16.853, the Court held that the takeover of a lease ne saurait résulter de ce que tous les associés ont concouru à la signature du bail. The official Cour de cassation decision for appeal no. 03-16.853 records the case and the rule. Although the 2023 decision refined the court’s assessment of the parties’ common intention in a different factual setting, the safe workflow remains documentary: put the authority and the intended capacity into the original contract, then use the formal takeover mechanism that applies to the French company.

A rejection based on the beneficial-owner declaration should be rebuilt from the top of the ownership chain. Start with the US parent’s current ownership ledger or equivalent evidence, the voting and control rights, the intermediate holding entities, and the natural persons at the end of the chain. Check names against passports and official company records. Explain control through voting rights, appointment rights or other arrangements. If the filing identifies a legal person as the beneficial owner, correct it. If the group cannot find an individual who meets the test, document the analysis and apply the legally appropriate representative rule only after reviewing the current requirements.

Article R. 123-53 lists information declared for the French legal person, including its name, legal form, capital, registered office, principal activities, duration and accounting year-end. Article R. 123-54 addresses management and other persons with power to direct, manage or habitually bind the company. The current official Légifrance section on registration declarations should be checked when correcting a filing. These rules explain why the parent’s board resolution and the French articles must agree on the president, the scope of authority and the company’s activity. A name in one field and a translated variant in another can look like two different people or entities.

If the issue is the US certificate, order the correct document from the correct authority rather than adding more unrelated evidence. Confirm whether the French recipient wants a document showing formation, current existence, authority to act, or all three. Then confirm whether the document requires an apostille or another authentication, whether the copy must be certified, and whether the French translation must be sworn. Keep a version-control log: document title, issuing authority, issue date, authentication date, translator, translation date and file name. This is especially important where the US parent has changed its name, converted its legal form or moved its registered office.

If the issue is the registered office, check the exact wording of the contract and the identity of the occupant. The document should permit the French subsidiary to use the premises for its declared business. A virtual office can be appropriate, but the service must support the company’s legal and operational needs. If the activity requires storage, customer reception, regulated premises or an establishment separate from the registered office, say so in the filing analysis. A registered office proof alone does not authorise a regulated activity or prove that a commercial lease covers every operational use.

If the issue is a capital deposit or bank refusal, separate the bank’s anti-money-laundering request from the registry’s incorporation requirement. A bank may ask for source-of-funds information, group charts, contracts, tax residence evidence and details of the US parent’s activity. Answer the bank with a coherent explanation of the investment and the beneficial-owner chain. Do not change the French shareholder, capital or signatory merely to make the bank questionnaire shorter without considering the legal and tax consequences. If the bank refuses, record the reason and consider the available account-opening route or right-to-account procedure with advice tailored to the entity’s situation.

If the correction changes the articles, the capital, the president or the registered office, prepare a clean amended pack rather than mixing pages from two versions. Have the authorised US signatory approve the final version. Upload the correction through the same formalities file where the platform permits it and cite the previous formalities number. If a new filing is required, explain why it replaces the first one and ensure that no duplicate French company or conflicting name is created. Preserve confirmation receipts, messages, timestamps and the final official registration record.

Before resubmission, run a final four-way reconciliation. Compare the US corporate record with the board resolution. Compare the board resolution with the French articles. Compare the articles with the formalities fields. Compare all four with the beneficial-owner declaration and registered-office proof. Then test the post-registration pack against the bank and tax requests. This simple reconciliation catches the recurring errors: a missing apostille, an untranslated certificate, a president whose name is abbreviated differently, a parent address that does not match the registry, a capital amount that differs between the resolution and the articles, and an ownership chain that stops at a US legal person.

Do not treat a rejection as an invitation to conceal a difficult fact. If the US parent has a complex ownership structure, the president lives outside France, the activity is regulated, the group will transfer personnel or intellectual property, or the parent will fund the subsidiary through several instruments, disclose the relevant facts and obtain a written legal analysis. The goal is a file that a registry, bank and tax office can each understand without inventing assumptions. A precise correction usually saves more time than repeated uploads of a generic document pack.

Conclusion

A US company can set up a French subsidiary from the United States, and a French SAS or SASU can be wholly owned by that US parent. The critical work is the evidence chain: a current US corporate record, a properly authorised board resolution, a power of attorney that identifies the transaction, authentication and French translation where required, proof of the French registered office, a consistent beneficial-owner analysis and a French filing that matches every document. The EIN is useful identification data but should not be treated as the parent’s certificate of existence or signatory authority. The Kbis or RNE certificate proves the French registration after the filing is accepted; it does not replace the pre-registration evidence.

After registration, keep the parent and subsidiary legally and operationally distinct. Activate tax, VAT, banking, accounting and social processes; document intercompany funding and services; manage the beneficial-owner and corporate-change calendar; and preserve the evidence for every pre-incorporation act. If INPI or the greffe requests a correction, answer the precise reason with a controlled replacement pack and a reconciliation of the entire chain. A foreign-parent filing succeeds when the French authorities can identify the company, its authority, its office, its owners and its intended activity without having to infer any missing link.

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