You signed the articles of association of your French société par actions simplifiée (SAS, a flexible limited company) or société à responsabilité limitée (SARL, a more rigid limited company) from London, New York or Dubai, you transferred the share capital to a blocked bank account, and your filing agent submitted the registration file through the online one-stop shop. Then silence. Two weeks later, three weeks later, still no extrait Kbis (Kbis, the official identity card of a French company issued by the greffe, the clerk’s office of the commercial court). Your banker refuses to release the capital until the Kbis arrives, your first customer asks for an invoice with a French VAT number, and the developer you want to hire asks for a start date. From abroad, you wonder whether the company legally exists, who is liable for what you sign in the meantime, and which corrective move actually unblocks the file.

This article answers those questions in order. It is written for foreign founders and foreign parent companies creating a business in France and managing the process from outside the country. It explains every French acronym as it goes: greffe, Kbis, Guichet unique (the single online filing window for business formalities, run by the Institut national de la propriété industrielle, INPI, the French intellectual-property and business-registry institute), Registre du commerce et des sociétés (RCS, the trade and companies register), Registre national des entreprises (RNE, the national business register), Bulletin officiel des annonces civiles et commerciales (BODACC, the official gazette publishing company registrations), déclaration préalable à l’embauche (DPAE, the mandatory pre-hiring declaration), and Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales (URSSAF, the social-security collection agency). Part I explains why nothing material moves until registration is complete and why files typically stall. Part II gives the practical unblocking sequence from abroad: correcting the filing, proving the company’s existence in the interim, then restarting the bank, the invoicing and the hiring in the right order.

I. Why your French company cannot trade, invoice or hire until the Kbis arrives

A. Can my French company sign contracts, issue invoices and hire staff before the Kbis arrives?

The short answer is that, as a matter of French company law, your company does not yet fully exist as a legal person until it is registered, and the Kbis is the standard proof of that registration. Article L123-1 of the Commercial Code (Code de commerce) provides that companies with their registered office (siège social) in France and enjoying legal personality are registered with the Registre du commerce et des sociétés upon their declaration. You can read the current text on the official statute server here: Article L123-1, Code de commerce, on Légifrance. Registration is therefore not a mere administrative courtesy; it is the gateway to legal personality for commercial companies.

Article L210-6 of the same code states the consequence directly: Article L210-6, Code de commerce, on Légifrance. The provision reads, in its entirety: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés. La transformation régulière d’une société n’entraîne pas la création d’une personne morale nouvelle. Il en est de même de la prorogation. Les personnes qui ont agi au nom d’une société en formation avant qu’elle ait acquis la jouissance de la personnalité morale sont tenues solidairement et indéfiniment responsables des actes ainsi accomplis, à moins que la société, après avoir été régulièrement constituée et immatriculée, ne reprenne les engagements souscrits. Ces engagements sont alors réputés avoir été souscrits dès l’origine par la société.” In plain English: commercial companies enjoy legal personality starting from their registration with the trade and companies register; people who acted in the name of a company in formation (société en formation, the company in the period between signature of the articles and registration) before it acquired legal personality are jointly and indefinitely liable for the acts performed, unless the company, once duly formed and registered, takes over (reprise) the commitments, which are then deemed to have been entered into by the company from the start. The Civil Code says the same thing in general terms at Article 1842: Article 1842, Code civil, on Légifrance, under which companies other than certain partnerships enjoy legal personality from their registration, and relations between partners before registration are governed by the contract and general contract law.

The Cour de cassation (the French supreme court for civil and commercial matters) applies this mechanism strictly, and two published decisions of its Commercial, Financial and Economic Chamber, both dated 29 November 2023, frame exactly what a foreign founder may and may not do while waiting for the Kbis. In the first, pourvoi No. 22-18.295 (cassation, published in the Bulletin), the Court holds: Cass. com., 29 November 2023, No. 22-18.295, on courdecassation.fr. The operative passage, quoted word for word from the decision, reads: “Il résulte de ces textes que les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés. Les personnes qui ont agi au nom ou pour le compte d’une société en formation avant qu’elle ait acquis la jouissance de la personnalité morale sont tenues solidairement et indéfiniment responsables des actes ainsi accomplis, à moins que la société, après avoir été régulièrement constituée et immatriculée, ne reprenne les engagements souscrits. Ces engagements sont alors réputés avoir été souscrits dès l’origine par la société.” In the second, pourvoi No. 22-21.623 (rejection, also published), the Court repeats the identical rule by reference to Articles L210-6 and R210-6 of the Commercial Code: Cass. com., 29 November 2023, No. 22-21.623, on courdecassation.fr, holding word for word: “Il résulte des articles L. 210-6 et R. 210-6 du code de commerce que les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés. Les personnes qui ont agi au nom ou pour le compte d’une société en formation avant qu’elle ait acquis la jouissance de la personnalité morale sont tenues solidairement et indéfiniment responsables des actes ainsi accomplis, à moins que la société, après avoir été régulièrement constituée et immatriculée, ne reprenne les engagements souscrits. Ces engagements sont alors réputés avoir été souscrits dès l’origine par la société.” Both decisions add a demanding precision that matters enormously in practice: only commitments expressly entered into “in the name of” (au nom de) or “on behalf of” (pour le compte de) the company in formation can later be taken over by the registered company; documents signed merely “by” (par) the company are void, even if the parties subjectively intended to act for it. A foreign founder who signs a lease, a service contract or a purchase order a signature block stating that you sign for the SAS in formation, represented by its future president, preserves the takeover route; a founder who signs as if the company already existed does not.

French company law organises this takeover route in detail, and foreign founders should set it up before the filing rather than improvising after a refusal. For a SARL, Article R210-5 of the Commercial Code provides that the statement of acts performed on behalf of the company in formation, showing for each act the commitment it would create for the company, is presented to the partners before signature of the articles, is appended to the articles, and that signature of the articles carries takeover of the commitments once the company is registered: Article R210-5, Code de commerce, on Légifrance. Partners may also, in the articles or by separate deed, give a mandate (mandat) to one or more of them, or to the designated non-partner manager, to enter into commitments for the company, subject to later takeover. For joint-stock forms, which include the SAS used by most foreign founders, Article R210-6 sets up the parallel mechanism with the statement of acts made available to shareholders and appended to the articles: Article R210-6, Code de commerce, on Légifrance. Concretely, before you sign anything while the Kbis is pending, check three things: does the document state expressly that you act in the name of or on behalf of the named company in formation, is the act listed in the appended statement or covered by a written mandate in the articles, and can you prove the date of signature relative to registration. If any of these links is missing, the 29 November 2023 case law says the takeover fails and you remain personally liable.

The same registration logic holds back the three practical circuits every founder cares about: the share capital, the invoices and the hiring. On the capital, Article L223-7 of the Commercial Code, applicable to the SARL and illustrative of the general mechanism, requires that cash contributions be paid up (libérées) at least one fifth at formation, with the balance payable within five years of registration, and that the funds from the paid-up capital be deposited under conditions and time limits set by decree in Conseil d’État: Article L223-7, Code de commerce, on Légifrance. The depositary bank, or the notary holding the funds, issues a capital-deposit certificate (certificat de dépôt des fonds, sometimes called attestation de dépôt de capital), which is filed with the registration application; the funds stay frozen until the bank receives the Kbis. This is why the bank will not release a euro before registration: it is not being difficult, it is applying the statutory holding rule, and a Kbis delay automatically means a capital delay. The SAS works the same way in substance, with its own capital-deposit rules, and the certificate wording must match the draft articles exactly, down to the company name, the registered office and the breakdown of contributions. A frequent ground for files bouncing back and forth between the bank and the Guichet unique is a mismatch of a single word between the certificate and the articles, for example a translated address or an abbreviated company name.

On invoicing, Article 289 of the General Tax Code (Code général des impôts, CGI) requires every taxable person to ensure that an invoice is issued for supplies of goods and services to another taxable person or to a non-taxable legal person, and for advance payments before those transactions are carried out: Article 289, Code général des impôts, on Légifrance. A valid French invoice must show the supplier’s identification numbers, starting with the SIREN (the nine-digit company identifier issued by INSEE, the national statistics institute) and the SIRET (the fourteen-digit establishment identifier), followed in due course by the intra-Community VAT number. Without registration there is no SIREN, and without a SIREN there is no compliant invoice and no VAT chain. A document issued before registration headed “invoice” with a made-up or missing number exposes the issuer to penalties for defective invoicing and gives the customer no recoverable VAT. The correct interim documents are quotes (devis) or pro-forma drafts clearly marked as not being tax invoices, with the final invoice issued after registration and dated accordingly.

On hiring, Article L1221-10 of the Labour Code (Code du travail) provides that no hiring may take place except after a nominative declaration by the employer to the designated social-protection bodies, accomplished in every workplace where employees work: Article L1221-10, Code du travail, on Légifrance. In practice this is the DPAE filed with URSSAF before the employee’s first day. An unregistered company can in many cases technically obtain the employer identifiers needed to file a DPAE, but having the future employee start work, with pay slips and access badges, while the employing company has no legal personality, creates a mismatch that an URSSAF inspection or an employment-tribunal (conseil de prud’hommes) dispute will dissect line by line: who was the legal employer on day one, who paid the contributions, and who answers for a workplace accident. The safe sequence from abroad is therefore to negotiate and countersign the employment contract with a start date after the expected registration, to file the DPAE only when the employer record is consistent, and never to let anyone start “a few days early” on the understanding that the paperwork will catch up. Our companion guide to the standard formation path, bank account, Kbis, VAT and first hire, remains the reference for the normal sequence once the blockage is cleared: Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire.

B. Why is my filing stuck at the Guichet unique: rejection, pending examination or missing documents?

Since 1 January 2023, all business-creation formalities in France go through a single online window. Article L123-33 of the Commercial Code requires every business to declare its creation, changes in its situation or cessation of activity by filing one single electronic file (dossier unique) with a single designated body (organisme unique), with the filing counting as a declaration to each recipient once the file is regular and complete as regards that recipient: Article L123-33, Code de commerce, on Légifrance. The implementing provisions describe the machinery: Article R123-1 defines the single body receiving the single file, including the beneficial-owner (bénéficiaire effectif) information, and Article R123-2 describes the electronic one-stop shop (guichet unique électronique des formalités d’entreprises), a secure and costless internet service through which the filer builds the single file, sends it to the recipient bodies and authorities, answers follow-up requests for additional items, and pays any duties: Article R123-1, Code de commerce, on Légifrance and Article R123-2, Code de commerce, on Légifrance. The public service portal summarises the user side in plain terms: the filer creates a personal user account at first connection, holders of an INPI e-procedures account may reuse it, and the competent bodies (INSEE, social and tax services, greffes, consular chambers) each process the information they receive. In other words, the Guichet unique operated by INPI is the letterbox and the router, while the greffe of the commercial court remains the registrar that examines the file and issues the Kbis, INSEE allocates the SIREN, and the tax and social bodies open their own records.

A file from a non-resident founder stalls for a small number of recurring reasons, and reading the rejection or additional-request notice word by word is the fastest way to classify your case. First, the registered-office proof (justificatif du siège). A French company must have a real registered address, either premises it occupies, a domiciliation contract (contrat de domiciliation) with an approved domiciliation company, or, within strict limits, the director’s personal address with the owner’s written authorisation. From abroad, founders often upload a foreign utility bill, a coworking membership without domiciliation approval, or a French address with no authorisation letter. The greffe rejects these systematically. Second, the identity and capacity documents of foreign directors and shareholders. Non-French nationals must provide a valid passport, and depending on nationality and residence, proof of the right to manage a French company, sometimes with a sworn translation (traduction assermentée) or an apostille (apostille) or consular legalisation for civil-status documents. A scan photographed at an angle, an expired document, or a missing translation produces a mechanical rejection. Third, the capital-deposit certificate already mentioned: name mismatches, amount mismatches between the certificate and the articles, or a certificate issued for a different draft name after a last-minute rename. Fourth, the beneficial-owner declaration (déclaration des bénéficiaires effectifs, filed for the RBE, the register of beneficial owners). Since the RBE procedure was attached to the single file, omissions or inconsistencies between the articles, the list of subscribers and the RBE declaration generate follow-up requests; our companion guide details the filing and the correction route here: the register, the filing and the correction procedure are explained step by step for founders living abroad. Fifth, regulated activities and controlled words: security, finance, health, education, property management (gestion immobilière) and several other sectors require prior authorisations, diplomas or professional cards (carte professionnelle), and company names containing protected terms such as “bank” (banque) or “insurance” (assurance) trigger additional checks. Sixth, articles of association that contradict the declared form: a SARL whose articles copy SAS clauses, missing mandatory mentions, or a president (président) appointed under rules that belong to another company form. Seventh, pure format defects: unsigned pages, missing initials (paraphes), PDFs assembled in the wrong order, or a filing submitted under the wrong formality type (creation instead of registration of an establishment, for example).

Two misunderstandings make the waiting worse. The acknowledgment of receipt (récépissé de dépôt) generated by the Guichet unique proves that a file was submitted, not that the company is registered; banks, customers and URSSAF know the difference and will ask for the Kbis itself. And the BODACC publication, which follows registration in the gazette, is a consequence of registration, not a substitute for it: once the Kbis exists, the registration notice appears in the BODACC within a few days, and anyone can then verify the company’s existence from the gazette entry. Checking the BODACC is therefore useful to confirm that a Kbis announced by email is genuine, but searching the BODACC in vain while the file is pending tells you nothing new. The only status that counts is the instruction status shown in the Guichet unique personal account: filed (déposée), under examination, awaiting additional documents (en attente de pièces complémentaires), rejected (rejetée) with grounds, or validated and transmitted to the greffe, then registered with Kbis available. From abroad, log in with the exact personal account that filed, read the full notice including any attached registrar message, and download every receipt. If a local agent filed for you, ask for screen copies of the status page and the complete rejection text, not a summary by telephone.

II. How a foreign founder unblocks the file and restarts the company from abroad

A. How do I fix a Guichet unique rejection and obtain the Kbis without travelling to France?

Start by classifying the notice into one of three situations, because each calls for a different next move. Situation one is a request for additional documents with a deadline: the file is alive, the registrar lists precisely what is missing, and you must upload exactly what is asked, in the format asked, before the deadline. Situation two is a formal rejection: the file is closed as submitted, the grounds are stated, and you must file a corrected new formality, reusing whatever remains valid and replacing whatever was defective. Situation three is prolonged silence with a “under examination” status: the file is neither rejected nor validated, often because one recipient body asked the single window a question that never reached you, or because a document sits in an unreadable format. In situation three, the remedy is to open a written follow-up through the messaging function of the filing account, listing the filing reference, the submission date and the exact company name, and asking whether any recipient has requested additional items. Keep every message in writing; telephone explanations from a helpdesk do not bind the registrar.

For each ground typically raised against foreign founders, the correction has a standard form. If the registered-office proof was rejected, either sign a compliant domiciliation contract with an approved provider and upload the certificate together with the provider’s approval number, or produce the lease or sublease with the lessor’s authorisation for use as a siège social, plus the occupant’s title. If the director’s identity documents were rejected, upload a full, legible, valid passport copy, add a sworn French translation of any civil-status document not drawn up in French, and attach the apostille or legalisation where the registrar requires it for your country of issue. If the capital certificate mismatches the articles, go back to the depositary with the final, initialled articles and ask for a corrected certificate reproducing the exact registered name, the exact registered office and the exact contribution breakdown; do not amend the articles to match an incorrect certificate without checking the tax and liability consequences of the change. If the beneficial-owner declaration is the sticking point, align the three sources line by line: the subscriber list in the articles, the identity details in the RBE form, and the percentages of capital and voting rights, then refile the declaration consistently. If the activity is regulated, pause the commercial launch for that activity, either by narrowing the corporate purpose (objet social) to the non-regulated part for the initial registration and adding the regulated activity later once the authorisation arrives, or by completing the authorisation file first; attempting to force a regulated activity through with vague purpose wording only produces a second rejection. If the articles themselves are defective, have them corrected by counsel before refiling rather than patching the file with side letters the registrar cannot process.

While the corrected file is under examination, protect the interim period with the takeover machinery described in Part I. Draw up, or update, the written statement of acts performed in the name of or on behalf of the company in formation, append it to the articles or to a dated shareholders’ decision, and make sure every new commitment uses the exact formula in the name of the company in formation, giving its exact draft registered name, with the signatory’s capacity clearly stated. Give or confirm the written mandate for the person who signs day-to-day documents from abroad. Keep a chronological file: each contract, each payment proof, each email showing the counterparty knew the company was in formation. This discipline is what allows the registered company to take over the commitments under Articles L210-6, R210-5 and R210-6 once the Kbis arrives, and what the 29 November 2023 decisions require. Conversely, stop issuing anything headed “invoice” with a SIREN or VAT number you do not yet hold, and stop presenting the récépissé de dépôt as if it were a Kbis. If a customer needs reassurance, show the filing receipt for what it is, explain the registration timetable, and propose a signed quote convertible into a proper invoice upon registration.

B. Bank, invoices and first hire: in which order should I restart once the Kbis arrives?

The Kbis unlocks the circuits in a logical order, and following that order from abroad saves weeks. First, the bank. Send the depositary bank the Kbis the day it is issued, through the channel the bank indicated, and request release of the frozen capital into the company’s operating account. Banks routinely ask for the Kbis, the complete final articles, the SIREN notification and the identity documents of the authorised signatories; non-resident signatories should expect an enhanced verification call and should keep a certified French translation of their passport available. Until the funds are released, avoid committing to payments that assume the capital is available, such as a lease deposit dated the same week. If the bank that holds the deposit cannot also provide the operating account within your timetable, the Kbis allows you to open the operating account elsewhere while the deposit transfer completes, since every bank works from the same Kbis.

Second, the tax identification chain. INSEE allocates the SIREN automatically upon registration, and the SIRET for each establishment follows; the company’s tax office (Service des impôts des entreprises, SIE) then manages the VAT records. Foreign founders are often surprised that the intra-Community VAT number exists on paper but shows as inactive in the European VIES database for several days or weeks after the Kbis. That activation lag is normal and is handled in our companion guide on the inactive VAT number, which explains how to check activation, how to invoice in the meantime without breaking the VAT chain, and how to reclaim input VAT from abroad: Your French VAT Number Is Still Inactive After You Got the Kbis: How a Foreign Founder Activates It, Invoices Legally and Reclaims VAT From Abroad. The rule to remember here is simple: issue Article 289 compliant invoices only with real, active identification numbers, keep sequential numbering with no gaps from the first invoice, and show on each invoice the mentions the customer needs to recover VAT. Backdating invoices to fill the pre-Kbis gap is prohibited; invoice the post-registration performance with its real date and attach the earlier quote for the customer’s audit trail.

Third, the hiring. Once the Kbis and the SIRET exist, confirm the employer’s URSSAF registration, countersign the employment contract with a start date that is genuinely in the future, and file the DPAE before that date as Article L1221-10 requires. The contract should name the registered company with its SIRET, state the workplace, the position, the remuneration and the applicable collective agreement (convention collective), and set a trial period (période d’essai) drafted in compliance with the Labour Code rather than copied from a foreign template. From abroad, organise the medical-examination scheduling, the payroll setup with the accountant (expert-comptable), and the delivery of mandatory information to the employee, so that day one is administratively clean. Anyone who performed tasks before registration should have their situation regularised explicitly: either their pre-registration contribution is documented as assistance toward a company in formation with takeover under the Articles L210-6 mechanism, or a proper employment relationship starts on a defined date with DPAE and pay slips. The intermediate figure of a person “already working but not yet declared” is the one that generates URSSAF reassessments and employment-tribunal claims.

Conclusion

A missing Kbis is a procedural blockage, not a verdict on your French project, but it suspends everything that makes a company operational: legal personality, capital, invoicing and hiring. The founders who lose months are the ones who treat the Guichet unique receipt as a registration, who sign in the wrong capacity while waiting, who let staff start before the DPAE, or who refile the same defective documents hoping for a different examiner. The founders who recover in days read the registrar’s notice literally, correct each ground in its standard form, secure the takeover of interim commitments under Articles L210-6, R210-5 and R210-6 within the strict wording the Cour de cassation imposed on 29 November 2023, and then restart the circuits in order: Kbis to the bank, SIREN and VAT activation to the invoicing, DPAE to the hiring. Managed this way from London, New York or Dubai, with a written file and a dated paper trail, the French registration system works as designed: one single file through the single window, examined by the greffe, published in the BODACC, and proven by the Kbis. If your file has been rejected twice, if the capital certificate and the articles contradict each other, or if someone has already signed, invoiced or started work during the gap, have the file reviewed before the third submission, because each new filing consolidates the record the registrar, the bank, URSSAF and the tax office will all read.

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