A foreign founder often needs to move before the French company is fully registered: a landlord wants a signature, a supplier will hold a launch slot for only a few days, a French customer wants a purchase order, or a software provider requires an account before the first hire arrives. The practical question is therefore not simply whether a contract can be signed before the company receives its Kbis. It is whether the document makes the intended future transfer of the commitment legally and commercially credible.

The answer is generally yes, but the founder must respect a decisive distinction. A future French company has no legal personality before registration. The person who signs may consequently remain personally liable unless the act is correctly made for the company in formation and is later taken over by the registered company. That later transfer is commonly called a reprise: the company assumes the pre-registration commitment, with retroactive effect where the statutory conditions are met.

This guide explains the meaning of the Kbis, the exposure created by a poorly drafted signature, the three practical routes for a reprise, and the evidence a foreign founder should preserve. It focuses on a future French commercial company, such as a SAS (simplified joint-stock company), SASU (a SAS with one shareholder), SARL (limited liability company) or EURL (single-member limited liability company). An existing foreign company opening a French branch follows a different analysis. The safest route is to make the contracting intention explicit, identify the future entity precisely, and plan the post-registration handover before anyone signs.

I. Can a foreign founder sign a contract before the French company gets its Kbis?

A. What does the Kbis prove, and when does the company become a legal person?

The Kbis is the official extract traditionally used to show that a commercial company is registered in France. It identifies the company, its legal form, its registered office, its registration details and its management. It is important evidence for a bank, a landlord, a customer and an administration, but it is not itself the event that creates the company as a legal person. Registration is the legal trigger.

Article 1842 of the French Civil Code states that companies “jouissent de la personnalité morale à compter de leur immatriculation”. In English, the rule is that the company enjoys legal personality from its registration. The wording and the full list of exceptions should be read in the official text of Article 1842 of the Civil Code. Before that point, the future company is usually described as a société en formation, meaning a company being formed but not yet registered. It can be the commercial project identified in the draft statutes, but it cannot be treated as an already existing legal person in the ordinary sense.

For a commercial company, Article L. 210-6 of the French Commercial Code confirms that commercial companies have legal personality from registration with the RCS, the Registre du commerce et des sociétés, or Trade and Companies Register. The same provision deals with people who act for a company before it has legal personality. Its key retrospective rule is: “Ces engagements sont alors réputés avoir été souscrits dès l’origine par la société.” The complete provision is available in the official text of Article L. 210-6 of the Commercial Code. The effect is powerful, but it depends on a valid act and a valid reprise. It is not a licence to put a non-existent company into the contract as if registration had already occurred.

The registration process now runs through the Guichet unique, the single online filing portal for business formalities, operated by INPI, the Institut national de la propriété industrielle, or National Institute of Industrial Property. INPI explains that the portal receives creation, amendment and cessation formalities and feeds the RNE, the Registre national des entreprises, or National Register of Enterprises. A foreign founder should distinguish the filing date from the registration date: a completed submission proves that an application was made, not that the legal person already exists. The INPI explanation of the Guichet unique and RNE is useful evidence of that administrative sequence.

For the wider formation roadmap, see the firm’s French company formation guidance. This article addresses the narrower moment when a commercial opportunity arrives before registration is complete.

The practical timeline normally looks like this:

1. The founders select the legal form, agree the future name and registered office, prepare the statutes and identify the person who will sign pre-registration commitments.
2. The future company files its formation documents through the Guichet unique. Depending on the form and the file, the process can require proof of the registered office, identity documents, a declaration of non-conviction, beneficial-owner information and evidence concerning the capital.
3. The competent registry reviews the filing. During this period, the business may have a commercial need to contract, but the company is still a company in formation.
4. Once registration is completed, the company receives its registration evidence, including the Kbis or the relevant RNE extract, and the founders can implement the planned reprise and notify the counterparty.

Service-public.fr’s official Kbis guidance describes the Kbis as evidence of registration for a commercial business and explains that an RNE registration extract can serve as equivalent registration evidence in the relevant situations. The founder should therefore ask the counterparty what it actually needs: a Kbis, an RNE extract, the company number, proof of filing, or a bank and insurance document. None of those requests changes the legal starting point. The company acquires legal personality at registration, not when a third party informally accepts its draft name.

That distinction matters for an English-language contract. A clause that says “ABC France SAS” has already signed, when ABC France SAS does not yet exist as a legal person, creates avoidable uncertainty. A clause that says an identified individual is acting “in the name of and for the account of” ABC France SAS, a company in formation, accurately tells the other party what is happening. The wording should still be adapted to the chosen company form and the exact registration file.

B. Who is bound when the document is signed before registration?

Before registration, the immediate risk sits with the human signatory. Article 1843 of the Civil Code provides that people who have acted in the name of a company in formation are liable for the obligations created by those acts, with solidarity where the company is commercial. It then states that a regularly registered company may take over those commitments. The short statutory wording is “La société régulièrement immatriculée peut reprendre les engagements souscrits”. The full text appears in the official text of Article 1843 of the Civil Code.

For a future commercial company, Article L. 210-6 uses particularly strong language: the people who acted before registration are jointly and indefinitely responsible for the acts, unless the registered company takes over the commitments. “Jointly” means that the creditor may be able to pursue the liable signatories for the whole debt where the statutory solidarity applies. “Indefinitely” means that the exposure is not capped at the amount the founder expected to invest. The founder should not assume that choosing a limited-liability form automatically protects a pre-registration signature. The limited liability of the future SAS or SARL starts to help after the company exists and has validly assumed the relevant commitment; it does not erase a personal obligation created before that point.

There are two different failure patterns. First, the contract may be validly signed for the future company, but the intended reprise is never completed. The founder can then remain the debtor, even though the business ultimately receives the benefit. Second, the document may purport to be signed by a company that did not yet exist. The court may then face a question about the identity of the contracting party and the validity of the act. A counterparty that expected a company-only debtor may refuse to rely on a later explanation, especially if the wording, invoices and payment requests are inconsistent.

The Supreme Court’s case law shows why the identity block at the top of a contract matters. In its decision of 13 September 2017, Commercial Chamber, no. 15-26.491, the Court warned that “il ne suffit pas qu’un acte soit passé pendant la période de formation” for the act to be treated automatically as made for the future company. The decision, available on Légifrance, Commercial Chamber, 13 September 2017, no. 15-26.491, explains that the act must be connected to the company in formation and that the document’s wording can be decisive. A contract signed during the formation period is not automatically a company contract merely because the project later succeeds.

The cases also distinguish a signature by an individual from a signature by the future entity. Consider three examples:

• Individual for personal account. The founder orders equipment in their own name and promises to pay. The later French company may use the equipment, but that fact alone does not transfer the debt. The founder remains the customer unless the supplier agrees to a later assignment, novation or new contract.
• Individual for the company in formation. The founder signs as “Jane Smith, acting in the name and for the account of FutureCo France SAS, a company in formation”. The document creates a framework for the statutory reprise, provided the future company, act and signature route are sufficiently identified.
• Future entity shown as an existing party. The contract lists “FutureCo France SAS” as the customer and omits the fact that registration is pending. The parties may later argue about whether the individual signed personally, whether the act was intended for the company, and whether the company can validly take it over.

The Supreme Court clarified the evidence analysis in its decision of 29 November 2023, Commercial Chamber, no. 22-12.865. Where the document does not expressly say that it was subscribed in the name of or for the account of the company in formation, the judge can assess the circumstances “tant intrinsèques à cet acte qu’extrinsèques”. That decision is available on Légifrance, Commercial Chamber, 29 November 2023, no. 22-12.865. This is a safety net for a genuine common intention, not a drafting strategy. It may require litigation, witness evidence, negotiation of the surrounding emails and an examination of payment and delivery records.

The counterparty’s protection is also part of the legal policy. In another decision of 29 November 2023, Commercial Chamber, no. 22-18.295, the Supreme Court explained that an express reference to acting for a company in formation protects the counterparty by alerting it to a possible substitution of debtor, while alerting the signatory that they may be personally committed if the company does not take over the act. The decision describes the signatory as someone who “s’engage personnellement et restera tenue” if the takeover does not occur. Read the official decision at Légifrance, Commercial Chamber, 29 November 2023, no. 22-18.295. Clear drafting is therefore not only a founder’s protection; it gives the supplier or customer an informed choice.

A foreign parent company should be kept separate from the future French subsidiary. If the parent is the named customer and its authorised representative signs, the parent may be bound under the contract’s governing law even though the French subsidiary is later formed. Conversely, if the French subsidiary is intended to become the debtor, the contract should say so explicitly and explain the pre-registration capacity. Do not use “the French office” as an informal label without deciding whether it means a branch of the foreign parent or a separate French legal person.

The answer to the headline question is therefore qualified. A foreign founder can sign before receiving the Kbis, but the signature must be allocated to the right person, the future company must be described as a company in formation, the act must fall within the company’s intended business, and a reprise route must be selected. If any of those points is left to an assumption, the founder may be the only clearly liable party.

II. How should a foreign founder secure the contract and transfer it after registration?

A. Which drafting and approval route creates the safest reprise?

The safest approach is to decide the handover before negotiating the commercial terms. The signature page should identify the current signatory and the future company in formation in the same place. The contract should not merely contain the future name in a recital while the operative clauses describe the company as already registered. A useful identity block includes:

• the founder’s full legal name, address and capacity to sign;
• the provisional or intended corporate name, proposed legal form and intended registered office in France;
• the words “company in formation” and an express statement that the individual acts in the name of and for the account of that company;
• the precise contract, order, lease or engagement being made and the maximum financial commitment where it can be stated;
• the intended takeover route, the expected registration milestone and the treatment of the contract if the filing is rejected or delayed;
• the counterparty’s agreement to issue updated invoices and account details once the registered company has taken over the commitment.

For an English-language contract, an English explanation can appear next to a French legal formulation. A short formulation to adapt with French counsel is: M. [Name], agissant au nom et pour le compte de [Name], société par actions simplifiée en formation, dont le siège social projeté est situé [address]. In English, that identifies the founder as acting in the name and for the account of the planned simplified joint-stock company, whose proposed registered office is stated. The phrase is not a substitute for checking the French statutes, the corporate form or the counterparty’s standard terms. Its value is that it avoids presenting a non-existent legal person as a current contracting party.

The contract should also address the period between signature and registration. If a lease begins immediately, state who can access the premises and who pays during the interim. If a supplier begins work, define acceptance, payment, cancellation and delivery. If a customer signs a purchase order, avoid telling the customer that the French company has a tax number or bank account that it does not yet have. A condition precedent, a long-stop date and a termination right can prevent an indefinite personal exposure. The long-stop date should be realistic enough to allow the Guichet unique and registry review to finish, but short enough to let the counterparty make another arrangement if the filing fails.

French law offers three practical reprise routes. The correct route depends on the company form and on the time at which the contract is signed.

First route: list the acts before the statutes are signed. For an SARL, Article R. 210-5 of the Commercial Code requires the statement of acts made for the company in formation, with the commitment that each act would create for the company, to be presented before the statutes are signed. It says that “Cet état est annexé aux statuts”, meaning that the statement is annexed to the articles. The official text of Article R. 210-5 of the Commercial Code explains that signing the statutes, followed by registration, can carry the takeover of the listed commitments. The list should describe the counterparty, date, purpose, amount, term and any security or deposit rather than using a vague phrase such as “all acts necessary for the business”.

For a SAS or a SASU, Article R. 210-6 contains the equivalent route for a statement made available to shareholders and annexed to the statutes. It also allows a mandate in the statutes or a separate act. The official provision states that, subject to the commitments being determined and the mandate’s procedures being specified, registration brings about the takeover. The relevant words are “Sous réserve qu’ils soient déterminés et que leurs modalités soient précisées par le mandat”. Read Article R. 210-6 of the Commercial Code on Légifrance. A founder should not assume that the SARL and SAS mechanisms are interchangeable; the statutes and the formation documents should use the route appropriate to the selected form.

Second route: give a specific mandate. The founders can authorise a named person to enter identified commitments for the company in formation. A useful mandate states the act, counterparty, maximum amount, term, material conditions and authority to sign amendments needed only to complete the same transaction. “Authority to enter into any contract whatsoever” is much harder to defend than authority to sign a named lease at a specified rent or a named supplier order up to a fixed amount. If the founder is outside France, the mandate should be signed in a form that can be produced to the registry, bank or counterparty, with any necessary certification or translation.

Third route: approve a contract after registration. For an act omitted from the initial statement or not covered by a precise mandate, the registered company can take a corporate decision to assume the commitment, provided the statutory conditions and the act’s identity are satisfied. The decision should identify the original contract, its date, the original signatory, the counterparty and the obligation being taken over. It should be signed by the body authorised under the statutes and stored with the formation file. Article 1843 of the Civil Code is the anchor for the possibility of a registered company taking over the commitment, but the decision should not be used to conceal an act that was actually made only for the founder personally.

The Supreme Court’s 2023 reasoning makes the commercial purpose clear. The express wording protects the third party and the signatory because both understand that a later change of debtor is contemplated. The case law no longer makes every imperfect phrase automatically fatal, but a founder should treat express wording as the primary route and the judge’s factual assessment as a fallback. The decision of 29 November 2023, no. 22-18.295, should be read with the complete statutory framework, not quoted as permission to correct every defective contract after the event.

Two later decisions reinforce that caution. On 12 February 2025, Commercial Chamber, no. 23-22.414, the Supreme Court found that the document clearly showed a personal commitment because the signatory acted for personal account and for any third party of their choice. The relevant wording is “pour son compte personnel que pour tout tiers de son choix”. The official decision is available at Légifrance, Commercial Chamber, 12 February 2025, no. 23-22.414. If a founder uses that kind of personal wording, the later French company may not be able to claim that the original commitment was made for it.

On 28 May 2025, Commercial Chamber, no. 24-13.370, the Court held that the validity of an act for a company in formation does not necessarily require the eventually registered company to have exactly the same corporate name as the one mentioned in the act, absent fraud or deception. Its formulation begins: “la validité de l’acte passé pour le compte d’une société en formation n’implique pas”. See Légifrance, Commercial Chamber, 28 May 2025, no. 24-13.370. That flexibility helps when the registry requires a harmless change of name or form. It does not justify omitting the formation capacity, confusing a subsidiary with a parent company or changing the economic deal without a new agreement.

A foreign founder can use the following decision table before signing:

Situation	Safer document approach	Main post-registration action
The contract is known before the statutes are signed	List it in the statement of acts, with counterparty, amount, term and purpose	Attach the statement to the statutes and preserve the registered version
The contract is needed during filing	Use an express “company in formation” identity block and a specific mandate	Confirm the takeover through the applicable formation route after registration
The contract was forgotten or wording is incomplete	Do not silently change the date or party; obtain a formal company decision and counterparty confirmation	Record the original act and the takeover decision together
The founder signed for personal account	Negotiate an assignment, novation or new contract rather than relying on the Kbis	Obtain written consent where the contract or governing law requires it

When a bank, landlord or major customer is involved, it is sensible to show the proposed signature block before finalising the commercial terms. A small correction at that stage can prevent a dispute about personal liability, security deposits or the date from which the company owes payment.

B. What should the founder file, verify and do when the Kbis arrives?

The formation file should be built as an evidence chain, not as a collection of disconnected PDFs. A foreign founder should preserve the draft contract, the final signed contract, the email in which the counterparty accepted the company-in-formation wording, the statement of acts or mandate, the signed statutes, the Guichet unique filing receipt, registry messages, and the registration evidence. If the founder uses an English translation for internal work, retain the French signed contract as the controlling document where French law or the counterparty’s terms make it controlling.

Before signing, run this minimum check:

1. Capacity. Is the signatory acting personally, for the future French company, for an existing foreign parent, or in more than one capacity? Each capacity should be stated separately.
2. Entity identity. Do the proposed name, legal form and registered office match the formation documents? If the name is not final, say that it is provisional rather than pretending it is registered.
3. Act scope. Is the contract genuinely connected with forming or starting the company? A lease, equipment order, insurance policy, accounting engagement, website service or initial customer contract may be connected; a personal purchase is not converted by labelling it “business”.
4. Financial exposure. What deposit, recurring fee, guarantee, penalty or termination cost could fall on the founder if registration is delayed? Put a cap, deadline or termination mechanism into the document where commercially possible.
5. Takeover route. Will the act be in the statement annexed to the statutes, covered by a specific mandate, or approved after registration? Write down the responsible person and deadline.
6. Counterparty evidence. Does the other party understand that it may initially have a human signatory and later a registered company? Keep its written acceptance of the structure.

Foreign documentation requires an additional layer of care. A passport or national identity document may need to be provided in the format requested by the registry or bank. A corporate shareholder may need evidence of its existence and the authority of its representative. An apostille, legalisation or certified translation can be required depending on the country of origin, the document and the recipient. There is no universal rule that every foreign document needs the same treatment, so the founder should confirm the requirement for the exact filing instead of applying a generic checklist.

Once registration is confirmed, verify the legal identity before telling the counterparty that the handover is complete. Check the registered name, legal form, registered office, registration number, management and date. The SIREN, the nine-digit French company identifier, should be consistent across the registration evidence, invoices and bank records. If the registered name or address changed during the filing, compare the change with the wording of the original contract. The 2025 decision on name variation may prevent a harmless mismatch from destroying the act, but it is better to document the match than to depend on that litigation rule.

Then implement the reprise in a written sequence:

• obtain the Kbis or the relevant RNE registration extract and store it with the formation file;
• locate the statement of acts, mandate or corporate approval decision that covers the contract;
• confirm that the approval identifies the same contract, date, counterparty, amount and purpose;
• have the authorised company representative sign any confirmation required by the statutes, the counterparty or the bank;
• send the counterparty a short written notice confirming the registered company’s identity and the takeover, without rewriting the original history;
• request corrected invoices and update the bank, insurance, accounting and value-added-tax records;
• if the contract concerns a first employee, update the employer records and the URSSAF account, where URSSAF, the French body that collects social-security contributions, is relevant;
• retain the original signed act and the post-registration evidence for the duration required by the contract, tax and accounting rules.

The company should not simply replace the founder’s name in an invoice and call that a reprise. A unilateral administrative change may help bookkeeping, but it does not prove that the legal commitment was validly transferred. The corporate decision, the statement of acts or the mandate is the legal bridge. The counterparty notice is the commercial proof that the parties now know who must perform.

If the application is delayed, ask the counterparty to extend the long-stop date rather than signing a second document that contradicts the first. If registration is rejected, do not backdate the contract, delete the formation reference or circulate a Kbis for a different entity. Determine why the filing failed, correct the corporate file, and decide whether the counterparty wants to keep the founder as debtor, suspend performance, terminate, or sign a new contract with the eventual company. A founder who signed personally may need an express assignment or novation. A founder who signed for a company in formation may remain personally exposed until a valid registered company takes over the act.

There is also a difference between a refusal by the registry and a commercial refusal by the counterparty. A registry rejection concerns the creation file. A counterparty may refuse to accept the future company because its credit checks, insurance requirements or internal policy require a registered legal person. In that situation, the founder can negotiate a limited interim commitment, a refundable deposit, a guarantee or a condition that delays performance. That negotiation is not a substitute for the statutory reprise, but it can keep the business from incurring an uncontrolled personal liability.

For a foreign founder, the cleanest operational package is usually:

1. a bilingual or English commercial contract that contains a carefully checked French formation-capacity clause;
2. a one-page statement of acts or specific mandate matching the contract word for word;
3. formation documents that use the same provisional name, form and registered-office description;
4. a clear registration calendar with a long-stop date and a person responsible for answering registry requests;
5. a post-registration approval and counterparty notice that identify the Kbis or RNE evidence without altering the original signature date;
6. an archive linking the act, the approval and the company’s first accounting and payment records.

This package also helps with later tax and accounting questions. The French tax authority’s creation guidance explains that the creation filing informs the relevant administrations and that tax choices still require attention after the filing. When the company pays an invoice that was originally signed by the founder, the accountant should be able to see why the company became the debtor and from what date the commitment is treated as its own. When the company claims a deposit, expense or service as part of its launch, the contract and reprise evidence should tell the same story. If the documents instead show a personal purchase, a parent-company purchase and a future-subsidiary expense at the same time, the business may face a dispute over reimbursement, tax treatment and responsibility.

Finally, remember that a Kbis does not cure every defect. It cannot transform fraud into a valid corporate act, create authority that the signatory never had, or rewrite a personal guarantee. The Supreme Court’s 2023 decisions allow a court to examine the parties’ common intention in some cases, and its 2025 decisions recognise limited flexibility over a later corporate name. Those rules reward a coherent evidence file. They do not reward silence. If the contract matters financially, have the exact signature page, takeover route and foreign-document requirements reviewed before the founder commits.

Conclusion

A foreign founder may sign a contract before the French company receives its Kbis, but the founder should treat the signature as a pre-registration act with a planned legal handover. The future company has legal personality only from registration. Until then, the person who acts can remain personally and, for a commercial company, jointly and indefinitely liable. The contract should identify the founder, describe the future French company as a company in formation, state that the founder acts in its name and for its account, and specify the statement, mandate or approval route that will produce the reprise.

When the Kbis or RNE registration evidence arrives, compare the final company identity with the signed contract, implement the takeover in writing, notify the counterparty and keep the complete evidence chain. If registration fails, renegotiate or sign a new document openly. That procedure is more reliable than relying on an informal reference to the future company or assuming that the Kbis automatically removes a founder’s personal exposure.

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