Your French company has no customers, no revenue and no activity, but you are not ready to kill it. Perhaps the project is paused for a year, perhaps you want to keep the name, the bank history and the registration while you live in London, Dubai, New York or Singapore, or perhaps the quotes you received for a full dissolution and liquidation simply cost more than the company is worth right now. France offers a middle path with an evocative name: the mise en sommeil, literally putting the company to sleep. A dormant company keeps its legal personality and its registration, stops trading, and waits, for up to two years, until you wake it up, sell it or close it properly. This guide explains the whole mechanism in plain English for foreign owners living abroad: who can decide dormancy, how to file it from another country in under a month, what a sleeping company still has to pay and file, what happens to the manager social charges, the lease and the taxes, and how the story ends, by waking up, by selling, by closing, or by being struck off the register if you do nothing. Every French acronym is explained as it appears, and every decisive rule is quoted from the official text.

I. How do you put a French company to sleep while living abroad?

A. Who decides dormancy and how do you file it from abroad without travelling?

Dormancy is a decision, not a default. A company does not become dormant because it stops invoicing; it becomes dormant because its legal representative declares a temporary cessation of activity. The official Entreprendre Service Public guide, verified in November 2025, states that the mise en sommeil allows a business to temporarily cease its activity without going through dissolution and liquidation, and that during inactivity the business keeps its registration in the National Register of Companies (Registre national des entreprises, RNE) while continuing to meet its tax and social deadlines, as described on the official dormancy page. The guide adds that the legal representative of the business, the gérant (manager) of a SARL or the president of a SAS, decides to put the company to sleep, and that a shareholders meeting is optional unless the articles of association require one. For a foreign owner who is the sole shareholder and director, this means you can sign a short written decision yourself, at home abroad, without convening anyone in Paris. Where the company has several shareholders, check the articles first: many SAS articles reserve fundamental decisions to the collective shareholders, and a careful owner follows that clause rather than testing it.

Two conditions limit the option. First, the company must not be in cessation des paiements, the French insolvency test where the company cannot meet its due debts with its available assets. A company that cannot pay must open insolvency proceedings; dormancy is reserved for solvent companies in difficulty, facing a pause, an illness of the manager or a disaster, to quote the typical cases listed by the administration. Second, the declaration must be filed fast: within one month of the decision to suspend, the legal representative must declare the temporary cessation on the single company formalities window (guichet unique des formalités des entreprises), operated by the INPI, the national institute that routes filings to the registries. The declaration automatically produces an amending entry in the RNE and, for commercial companies, in the trade register (registre du commerce et des sociétés, RCS, kept by the greffe, the registry office of the commercial court), plus an automatic notice in the Bulletin officiel des annonces civiles et commerciales (BODACC, the official bulletin where company events are published for creditors). The Commercial Code frames this machinery in Article R123-263, which provides that “Sont inscrits au sein du Registre national des entreprises, sur déclaration de la personne morale aux fins d’inscription modificative, toute rectification ou adjonction aux énonciations prévues aux articles R. 123-252 à R. 123-261”. No paid notice in an authorized legal announcements paper (support d’annonces légales) is required for dormancy, which already makes it cheaper than a dissolution. If the company operates secondary establishments, those must be closed on the single window before the dormancy filing, a detail that blocks many files prepared from abroad.

Filing from abroad is practical but unforgiving about paperwork. The file is electronic, signed with an e-signature, and supported by scans: the dormancy decision, the identity document of the legal representative, and proof of authority where the articles require a collective vote. Foreign owners trip on three recurring points: an expired passport scan, a non-certified translation where the greffe asks for one, and a registered office (siège social) address that is no longer valid because the domiciliation contract was cancelled to save money. Keep the domiciliation alive during dormancy, because the greffe, the tax office (service des impôts des entreprises, SIE) and the courts keep writing to that address, and a letter you never receive can still produce legal effects. Our pillar guide on setting up a company in France as a foreign founder describes the registration machinery you are now running in pause mode, and our guide on closing a French company from abroad covers the full dissolution route for the day dormancy is no longer enough.

B. What does the company keep paying while it sleeps: accounts, tax, CFE and VAT?

A sleeping company is idle, not exempt. The heaviest surprise for foreign owners is that accounting never sleeps. Article L123-12 of the Commercial Code provides that “Toute personne physique ou morale ayant la qualité de commerçant doit procéder à l’enregistrement comptable des mouvements affectant le patrimoine de son entreprise.” and that “Elle doit établir des comptes annuels à la clôture de l’exercice au vu des enregistrements comptables et de l’inventaire.” The official dormancy page confirms the consequences: prepare the balance sheet, profit-and-loss statement and notes, convene and hold the annual meeting that approves the accounts, and file the accounts through the single window. An owner abroad who fires the accountant on the day of dormancy usually discovers two years later that two sets of accounts were never approved or filed, with late-filing penalties and a file the greffe refuses to wake up until it is cleaned. Keep a light accounting package during the sleep; it costs a fraction of a reconstruction.

On tax, dormancy brings genuine relief but not a full holiday. For value added tax (taxe sur la valeur ajoutée, TVA), the official page states that the sleeping business is exempt from VAT declaration and payment, which removes the monthly or quarterly returns that burden active companies. For profit tax, the returns continue but show nothing: a company liable to corporate income tax (impôt sur les sociétés) files its annual results return within three months of the financial year end with turnover marked nil, while an income-tax company reports nil turnover on the partners returns. The local business tax (cotisation foncière des entreprises, CFE) follows a halfway rule that many owners misunderstand. Article 1447 of the General Tax Code states that “La cotisation foncière des entreprises est due chaque année par les personnes physiques ou morales” exercising a habitual non-salaried professional activity, and the administration applies this to dormant companies by requiring CFE for the first twelve months of inactivity, with exemption beyond twelve months, plus a general exemption where turnover stays at or below 5,000 euros. Concretely, putting the company to sleep in March does not erase that year CFE bill; it stops next year one. Bank fees, domiciliation rent, insurance and the accountant package continue as well, so a realistic dormant budget for a small SAS or SARL without premises still runs to a few thousand euros a year, which is the number to compare against the one-off cost of a proper closure.

One contract deserves its own paragraph: the commercial lease (bail commercial, the protective 3/6/9 lease most French businesses sign). A dormant company that rents premises may keep them during the sleep, which suits owners who plan to restart in the same place. The trap lies in leases that require continuous personal operation of the agreed business: months of closed shutters can give the landlord grounds to seek termination or to refuse renewal at the end of the term, and a landlord who learns of the BODACC dormancy notice sometimes moves faster than expected. Owners abroad should therefore read the lease destination and operation clauses before declaring dormancy, negotiate a written tolerance with the landlord where the lease demands uninterrupted trading, or move the registered office to a domiciliation company and surrender the premises cleanly. Paying two years of rent on empty offices to protect a company worth nothing is the most common way dormancy becomes more expensive than the closure it was meant to postpone.

II. How do you get out of dormancy: wake up, sell or close?

A. How do you restart activity or sell the sleeping company from abroad?

Waking the company up is the mirror image of putting it to sleep, and it can also be done from abroad. The manager files an amending entry for resumption of activity on the single window, which updates the RNE and the RCS and publishes a BODACC notice for third parties. Suppliers, banks and landlords check those notices, so a company that quietly restarts invoicing without updating its entry looks suspicious to every counterparty that runs a basic company check. Before restarting, clean the file: approve and file any accounts that fell behind during the sleep, pay any CFE or social balance that accrued, confirm the registered office address is still valid, and confirm the bank account is still open and compliant with current identity checks. Owners who moved country during the sleep should update their personal address details at the same time, because the greffe cross-checks the manager information on every new filing.

The social position of the manager during the sleep deserves a careful paragraph, because it is where foreign owners lose the most money through inattention. The administration states the rule plainly: the manager keeps performing his duties and stays affiliated to the social security scheme he depended on before the sleep. A manager under the general salaried scheme who takes no remuneration during dormancy owes no contributions on that zero pay, which makes the SAS president without salary the cheapest sleeper. A manager under the self-employed scheme (travailleur non salarié, TNS), typically the majority gérant of a SARL, keeps paying contributions during dormancy, computed on a minimum base covering daily allowances, basic retirement and invalidity-death. The courts enforce this minimum even where declared income is zero. In a decision of 14 May 2025, RG 23/06292, opposing an insured person to the URSSAF Pays de la Loire (URSSAF being the agency that collects social security contributions), the Court of Appeal of Rennes recalled that “les cotisations d’indemnités journalières, retraite de base, invalidité-décès et la contribution à la formation professionnelle sont calculées sur des bases minimales exprimées en pourcentage du plafond annuel de la sécurité sociale”, and validated a constraint for quarterly contributions computed on those minimum bases despite zero declared revenue. A TNS manager who assumed that no activity means no charges can therefore wake up to several quarters of minimum contributions plus late surcharges. If staff remain employed during the sleep, their contributions obviously continue in full, which is why most dormancies start with a compliant end to employment contracts rather than with unpaid wages that later explode.

Selling the sleeping company is the third exit, and often the smartest one for a foreign owner who will never return to France. A dormant SAS with clean accounts, no debts and a fresh Kbis (the official identity certificate issued by the greffe) showing the dormancy entry is a marketable object: the buyer acquires the shares, appoints a new director, wakes the company up and restarts, saving months of incorporation. The sale follows the ordinary share-transfer rules of the company form, with approval clauses (agrément) where the articles impose them, registration of the transfer deed with the tax office where duties apply, and update of the shareholder and manager entries on the single window. Our guide on selling shares in a French company from abroad walks through approval, price and tax for that operation, and our corporate tax calendar guide helps the seller present a buyer with returns that are all filed and paid. Practically, put the sale file in order while the company sleeps: filed accounts, nil tax returns, CFE receipts, URSSAF clearance, bank statements and the updated Kbis. A buyer who finds two missing account filings discounts the price or walks away.

B. When does sleep turn into strike-off, and why closing properly still beats vanishing?

Dormancy has a hard expiry date. The official guide states that the sleep is limited to two years, after which the manager has three options: resume the activity, permanently cease it, or sell the business. The legal mechanism behind that deadline sits in Article R123-130 of the Commercial Code: “Lorsque le greffier qui a procédé à l’immatriculation principale d’une personne morale pouvant faire l’objet d’une dissolution constate, au terme d’un délai de deux ans après la mention au registre de la cessation totale d’activité de cette personne, l’absence de toute inscription modificative relative à une reprise d’activité”, then “il peut procéder, après en avoir informé la personne morale par lettre recommandée avec demande d’avis de réception adressée à son siège social, à la radiation d’office de l’intéressée.” In plain terms, two years after the dormancy entry with no resumption filing, the greffe clerk may strike the company off automatically (radiation d’office), after a registered letter to the registered office, and “Toute radiation d’office effectuée en vertu du présent article est portée à la connaissance du ministère public.” The manager has fifteen days from that letter to ask the clerk to reverse the strike-off with supporting documents. Owners living abroad who cancelled their domiciliation never see the letter, learn about the strike-off from their banker, and then must rebuild the file under time pressure.

That automatic strike-off is precisely why vanishing is not a strategy. A company removed from the register while debts, guarantees, deposits or tax reassessments remain unresolved does not become untouchable. In a landmark ruling of 20 September 2023, case numbers 21-14.252 and 22-21.718 joined, published in the Bulletin, the commercial chamber of the Cour de cassation quashed an appeal court that had treated a company removed from the trade register as legally non-existent, holding that “ce dont résultait la survie de la personnalité morale de cette société pour les besoins de leur liquidation, en dépit de sa radiation du registre du commerce et des sociétés”, and that “la cour d’appel a violé les articles L. 237-2 du code de commerce et 1844-8 du code civil”. The lesson for a dormant company is direct: the strike-off ends the registration, not the obligations. A landlord with an unpaid lease balance, a bank with a guaranteed loan, or the Treasury with a reassessment can still pursue the company, and the manager can still be called to answer where personal faults are shown.

The clean endings therefore remain voluntary. If the project will never restart, vote the early dissolution, which Article 1844-7 of the Civil Code lists as “Par la dissolution anticipée décidée par les associés”, then run the liquidation to its close: Article 1844-8 of the Civil Code provides that “La dissolution de la société entraîne sa liquidation”, and Article L237-2 of the Commercial Code that “La société est en liquidation dès l’instant de sa dissolution pour quelque cause que ce soit”, with closure due within three years since Article 1844-8 adds that “Si la clôture de la liquidation n’est pas intervenue dans un délai de trois ans à compter de la dissolution, le ministère public ou tout intéressé peut saisir le tribunal, qui fait procéder à la liquidation ou, si celle-ci a été commencée, à son achèvement.” Dormancy often makes that closure cheaper, because the two quiet years let receivables arrive, leases expire cleanly and disputes settle before the liquidator sells and shares. Keep every proof from the sleep period alongside the closure file: the dormancy decision, the single-window receipts, the BODACC notices, the filed accounts, the nil tax returns, the CFE receipts and the URSSAF statements. A file that shows two clean sleeping years followed by a proper liquidation closes every question a bank, a buyer or a foreign tax administration will ever ask.

For owners filing from abroad, the dormancy checklist fits on one page: sign and date the suspension decision, file it on the single window within one month, download the filing receipt and the updated Kbis, confirm the BODACC notice appeared, inform the bank and keep the account open, confirm the domiciliation contract runs for the full sleep, instruct the accountant to keep approving and filing accounts and nil returns, calendar the CFE dates and the two-year resumption deadline with two reminders, and diary the lease milestones. Each item takes minutes when done in order and weeks when done backwards, which is the real difference between a cheap quiet sleep and an expensive administrative tangle.

Conclusion

Putting a French company to sleep from abroad is the rational pause between running it and killing it. Decide dormancy in writing, declare it on the single window within one month, keep the registered office and the bank account alive, keep approving and filing the annual accounts, file the nil tax returns, pay the CFE for the first dormant year, and budget the manager minimum social contributions where the TNS scheme applies. Then choose the exit before the two-year clock runs out: wake the company up with a clean file, sell its clean shares to someone who will, or dissolve and liquidate it properly within the rules. What never works is silence: unfiled accounts, an unseen registered letter from the greffe, and an automatic strike-off that settles nothing. A sleeping company is a company under observation, and the owners who treat those two quiet years as paperwork years always spend less than those who treat them as holidays.

Need a quick opinion on your case?

A dormant company raises one-off questions that depend on your company form, your lease, your manager status and your tax position. A thirty-minute telephone consultation with an attorney of the firm, usually scheduled within 48 hours, gives you a clear plan: sleep, wake, sell or close, with a fixed-fee estimate.

Call +33 6 46 60 58 22 (Maître Reda Kohen) or write through the contact page of the firm with the words Dormant company from abroad, your company form (SAS, SARL, SASU or EURL), and the city of your registered office.