You live in London, New York, Dubai or Singapore, and you want a French company: a société par actions simplifiée (SAS, the flexible joint-stock company most foreign founders choose) or a société à responsabilité limitée (SARL, the limited liability company with stricter rules). You have heard that registration in France now goes through a single online window, that the famous Kbis arrives within days, and that you can do everything from abroad. All three statements are broadly true, and each of them hides a trap. The single window is the Guichet unique des formalités d’entreprises, the one-stop electronic filing desk operated by the INPI (Institut national de la propriété industrielle, the French intellectual property and business formalities office), on the portal formalites.entreprises.gouv.fr. It accepts one single electronic file, and that file must be regular and complete toward every authority involved, otherwise it bounces back with a request for complements that costs you weeks. The Kbis, the official extract of the RCS (Registre du commerce et des sociétés, the commercial court register kept by the greffe, the court clerk’s office) that proves your company exists, only arrives after the greffe has validated that file. And acting in France before the Kbis exists means acting for a société en formation, a company still being formed, under personal liability rules that the Cour de cassation applies with severity. This article walks you through the exact file to build from abroad, the foreign documents that cause most rejections, the real timetable from filing to Kbis, and what you may or may not sign while waiting.

I. What file must a foreign founder send to the Guichet Unique to register a French company?

French law organises business creation around one principle: a single electronic file, filed once, that counts as a declaration to every administration concerned. Article L123-33 of the Commercial Code states that every business declares its creation by lodging one single file containing all the declarations it must make, and that this file is lodged electronically with one single designated body, with the lodging counting as a declaration to the recipient as soon as the file is regular and complete toward that recipient. The implementing article R123-3 of the Commercial Code lists what that file contains: all the information entered by the filer, any authorisation requests needed for the activity, the required documents in digital or digitised form, proof of payment of the fees, and where relevant the confidentiality request for the home address of individuals. For a foreign founder filing from abroad, the practical consequence is blunt: there is no parallel paper track to save you, no competent clerk at the counter to fix a missing page on the spot. Your file either passes the completeness check of the one-stop desk and then the legal check of the greffe, or it comes back. Building it correctly the first time is therefore the whole game, and it starts with understanding that the RCS registration is constitutive, not declarative.

Article L123-1 of the Commercial Code provides that companies having their seat in a French department and enjoying legal personality are registered on their declaration in the RCS, and article L210-6 of the Commercial Code adds the decisive sentence: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” In plain English: your SAS or SARL only becomes a legal person on the day it is registered. Before that day, contracts signed, premises leased and money spent belong legally to the individuals who acted, under the société en formation regime examined in Part II. Article R210-1 of the Commercial Code confirms the order of operations: the registration request is presented after completion of the company’s constitution formalities. Signing the statutes first and filing second is not a habit, it is the legal sequence, and the Guichet unique file is the bridge between the two.

A. Which papers prove the company exists: statutes, capital certificate, registered office and legal notice?

The backbone of the file is the statutes (statuts), the contract that creates the company. For an SARL, the statutes must state how the parts sociales (the SARL’s units, unlike the actions or shares of an SAS) are subscribed and distributed. Article L223-7 of the Commercial Code requires that the units be fully subscribed by the members, fully paid up when they represent contributions in kind, and paid up at least one-fifth of their amount when they represent cash contributions, with the balance released within five years of registration. For an SAS, the flexible company most foreign founders prefer, article L227-1 of the Commercial Code makes the rules on public limited companies applicable insofar as they are compatible, and article L225-3 of the Commercial Code provides that the capital must be fully subscribed and that cash shares are paid up, on subscription, at least one-half of their nominal value, with the balance within five years of registration. Contributions in kind must be fully paid from issuance, and they may require a commissaire aux apports (the independent contributions auditor), unless the members unanimously waive that auditor within the statutory thresholds, a waiver that L227-1 expressly organises. Founders who underpay the required fraction on day one do not get a warning and a grace period; they get a file that cannot legally close.

The second pillar is the capital deposit certificate. The money corresponding to the paid-up cash contributions must be deposited before registration, and the depositary, a bank, the Caisse des dépôts or a notary, issues the certificate (attestation de dépôt des fonds) that goes into the Guichet unique file. Article L225-5 of the Commercial Code provides that the funds from cash subscriptions and the list of subscribers with the sums paid by each are deposited under conditions set by decree, and that nobody except the depositaries designated by that decree may hold the sums collected for a company being formed for more than eight days. For a founder living abroad, this step is very often the bottleneck: French banks ask for full identification of every subscriber, proof of the origin of the funds and sometimes a French tax or residence link, and the deposit cannot be manufactured by a simple transfer between personal accounts. Open this front first, in parallel with drafting the statutes, because the certificate conditions the rest. The funds stay blocked until the Kbis is issued and presented to the depositary, which then releases them to the company, so the deposit is not an expense, it is the company’s first cash, frozen for the duration of the procedure.

The third pillar is the registered office (siège social), and it causes a remarkable share of rejections of foreign files. The file must prove that the company lawfully occupies its declared address: a commercial lease, a sublease with the landlord’s authorisation, a domiciliation contract with an approved domiciliation company, or the manager’s home address where the law and the lease allow it. A foreign founder who writes a prestigious Paris address on the statutes while only holding a mail-forwarding arrangement with no domiciliation authorisation is filing a file built on sand: the greffe checks the reality and the regularity of the occupation, and a fictitious or irregular seat exposes the company to deletion proceedings and its manager to personal exposure. Article L123-10 of the Commercial Code illustrates the philosophy for individuals, who must declare their business address and prove its occupation, and the same occupation logic runs through the whole registration system for companies. If you are not yet renting premises, a domiciliation contract with a company approved by the prefecture is the clean, cheap, lawful route: it gives you a valid seat from day one, which you transfer later to your real offices by a simple seat-transfer filing. Do not confuse that contract with a virtual-office mail drop that holds no approval; only the first counts as a seat.

The fourth pillar is the legal announcement (annonce légale, formerly in the JAL, the journal d’annonces légales). Before or alongside the filing, the constitution of the company must be published in an authorised legal announcements newspaper of the department of the seat, stating the company name, form, capital, seat, purpose, duration, managers and the RCS with which registration is sought. The certificate of publication (attestation de parution) joins the file, and its wording must match the statutes and the filing form letter by letter: a different company name spelling, a different capital figure or a different manager’s first name triggers a complement request. Foreign founders regularly lose ten days here because the announcement was ordered from abroad with an approximate translation of the corporate purpose and the figures were then corrected in the final statutes without reordering the announcement. Order the announcement only on the final text, check the certificate line by line, and keep in mind that the announcement is not the registration: it informs third parties, while only the RCS entry creates the legal person. The file also contains the identification of every manager and, where the form requires it, of the members: valid identity documents, declarations of non-conviction (déclaration de non-condamnation) and, for foreign nationals, proof of the right to manage a company in France where the activity requires it. Every document in a foreign language must arrive with its certified French translation, which leads directly to the second half of this part.

B. Which foreign papers need an apostille, a sworn translation or a power of attorney?

A foreign founder files as a foreigner, and the French system treats foreign public documents with a specific distrust that is entirely codified. Any official document issued abroad, a birth certificate, a criminal-record extract, a foreign company’s registration certificate for a corporate shareholder, a foreign notarial deed, must in principle be legalised to prove its authenticity to the French administration, unless a treaty removes the requirement. For the many countries party to the Hague Convention of 5 October 1961, that legalisation takes the light form of the apostille (apostille), a single stamp affixed by the designated authority of the issuing country, which replaces the whole chain of consular legalisation. Founders from the United States, the United Kingdom, India or the Gulf states obtain the apostille at home before flying or filing anything; founders from countries outside the Convention go through full consular legalisation, which takes longer and must be planned first. Within the European Union, Regulation 2016/1191 simplifies the circulation of certain public documents such as birth or marriage certificates and removes legalisation between Member States, but it does not remove translation needs and it does not cover company documents, so a German founder still translates and a German parent company’s extract still needs its own chain of proof. The practical rule is simple: identify every foreign document in your file, check the issuing country’s status under the Hague Convention, and obtain the apostille or legalisation before the sworn translation, because the translator certifies the document together with its apostille.

Translation itself obeys a strict rule: the greffe works in French and only in French. Every document drawn up in another language must be accompanied by a translation into French made by a traducteur assermenté, a sworn translator listed by a French court of appeal, or by a translator authorised to certify in the issuing country with subsequent legalisation where required. A translation made by the founder, however bilingual, by the foreign company’s in-house counsel or by a generic translation agency with no sworn status will be rejected, and this rejection arrives after the file has already waited days in the queue. The identity documents of foreign managers, the foreign parent company’s certificate of existence when the shareholder is a company, the foreign powers of attorney and the foreign bank references all pass through this filter. Corporate shareholders add a layer: the Guichet unique wants to know who owns and who represents the shareholder, so the foreign company’s up-to-date registration extract, legalised or apostilled and translated, plus the resolution appointing its permanent representative in the French company, must be attached. Groups that file with a one-page English board resolution and no translation lose a full round trip; groups that attach the apostilled extract, the sworn translation and the representative’s identity pass at once.

Because the founder often cannot travel, the power of attorney (pouvoir or procuration) is the instrument that makes remote formation possible, and it must be drafted as carefully as the statutes. The founder gives a written mandate to a trusted person in France, typically the future French counsel or a formation agent, to sign the statutes, sign the lease or domiciliation contract, open and operate the blocked capital account, order the legal announcement and file the Guichet unique dossier. A mandate for signing company statutes and appearing before French administrations should be written, precise as to its scope, dated and signed, and where it is executed abroad it follows the same legalisation and translation path as any foreign deed. Electronic signature of the filing by the agent is accepted where the platform recognises the certificate, but the underlying paper mandate must exist and be producible, because the greffe may ask who signed what and on which authority. Founders sometimes ask whether a videoconference signature replaces the mandate; it does not replace anything unless the notarial or platform channel used gives it legal value, so keep the chain simple and written: apostilled or legalised mandate where required, sworn translation, named agent, defined powers, and a copy kept with the company’s permanent records. The cost of this rigour is a few hundred euros and a few days; the cost of its absence is a file rejected for a foreign document defect, which is the single most common cause of delay in files filed from abroad.

One last foreign-founder trap deserves its place here: regulated activities. The single file of article L123-33 expressly excludes the procedures needed for access to regulated activities, which follow their own authorisation track alongside the Guichet unique filing. If the French company will exercise a regulated profession or activity, financial services, health, security, real estate intermediation, legal or accounting services, food trade, passenger transport, the founder must obtain the professional authorisation, diploma recognition or administrative approval in parallel, and the RCS registration may be conditioned on or completed by that authorisation. Filing a perfect company file while forgetting the sectoral licence produces a registered company that cannot lawfully trade, which is a different failure from a bounced file but an equally expensive one. Check the regulated character of the activity before drafting the corporate purpose, because a purpose drafted too broadly to cover future regulated activities can itself raise questions, while a purpose drafted too narrowly forces an early and costly statutes amendment. The corporate purpose (objet social) is not marketing copy; it is the legal perimeter of the managers’ powers toward third parties, and insurers, banks and landlords all read it.

II. How long before the Kbis arrives, and can the company act while waiting?

Once the file leaves your hands, it enters a two-stage machine: the one-stop desk checks regularity and completeness and routes the file, then the greffe of the commercial court of the seat performs the legal check and enters the company in the RCS. In smooth cases founders receive the SIREN number (the nine-digit identifier issued by INSEE, the national statistics institute) and then the Kbis within one to three weeks of a complete filing; in practice, files from abroad with foreign documents, capital certificates from slow banks and translation defects take longer, and every complement request restarts part of the clock. During that waiting period, business does not stop: the lease must be signed, the equipment ordered, the first hires prepared. French law gives this period a name and a regime, the société en formation, and the Cour de cassation has just restated that regime with unusual firmness in two published 2023 decisions that every foreign founder should know. Understanding the clock and understanding the waiting-period liability are the two halves of the same question: when does the company really exist, and who pays for what happens before?

A. SIREN, Kbis and BODACC: the clock, the rejections and how to fix them from abroad?

Three documents mark the birth of the company, and founders constantly confuse them. The SIREN is the nine-digit identification number issued when the company enters the national business register; it identifies the legal entity for administrations but it is not proof of commercial existence. The Kbis is the extract of the RCS signed by the greffe: company name, form, capital, seat, managers, registration number (the SIREN plus the RCS mention), and it is the only document that proves the company exists as a commercial legal person. The BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette) then publishes the registration notice for the information of third parties, and banks, suppliers and landlords sometimes check that publication before releasing funds or signing. The order matters: SIREN first as an administrative identifier, Kbis as the constitutive proof, BODACC as the public echo. A founder who brandishes a SIREN to demand the release of the blocked capital will be sent back to wait for the Kbis, because the depositary releases the funds against the Kbis, not against the SIREN.

Rejections from the Guichet unique take two legal forms, and the remedy differs. The incompleteness finding (dossier incomplet or request for pièces complémentaires) means a document is missing, illegible, untranslated, expired or inconsistent with the rest: the platform lists the missing items, the founder uploads corrections, and the check resumes. The legal rejection (rejet) by the greffe means the file, though complete on paper, cannot ground registration: unlawful occupation of the seat, capital certificate that does not match the subscribed and paid-up figures, statutes missing a mandatory statement, manager legally disqualified. The first is fixed by uploading; the second is fixed by remaking the defective act, a new lease, a corrected certificate, amended statutes, and refiling. From abroad, the founder’s best defence is procedural hygiene: name every uploaded document exactly as the platform expects, keep one master checklist mirroring article R123-3, keep the figures identical across statutes, capital certificate, legal announcement and filing form, and keep the translations stapled to their source documents with the apostilles visible. Most complement loops affecting foreign files come from three defects: a capital certificate whose amount differs by a few euros from the statutes after bank charges were deducted, a legal announcement whose manager name spelling differs from the passport, and a foreign extract older than the three-month freshness window many greffes apply in practice. All three are avoidable before the first click.

Signature authority over the platform deserves a paragraph of its own, because it is where remote founders improvise and fail. The Guichet unique filing is electronic and signed, and the account used must belong to or be duly mandated by the filer; a filing signed from a borrowed account with no mandate attached is an invitation to a complement request at best and a dispute about the validity of the declarations at worst. Keep the chain of mandates coherent from the first signature to the last: the same agent who signed the statutes under a written power signs the filing under the same power, and the power is uploaded where the platform provides for it. Keep also the payment proof: article R123-3 expressly lists the proof of payment of the fees among the file’s components, and registrations, legal announcement costs and greffe duties are payable at once by the means communicated to the filer. A founder whose foreign bank card is declined on the portal and who has no French payment relay should arrange that relay before filing, not after, because an unpaid file does not queue. Finally, record everything: download every receipt, every filed form and every uploaded document the day you file. If a complement request arrives six weeks later asking for a document you already sent, the fastest answer is re-uploading the stamped original from your archive, not reconstructing it from memory.

Paris and Île-de-France add a practical layer worth knowing. The greffe of the Paris commercial court handles very large volumes, and Paris seats concentrate the foreign-founder files with domiciliation contracts, foreign extracts and translation bundles. Filing a Paris seat is perfectly lawful and often commercially sensible near clients, courts and banks, but it means your file competes in the busiest queue and your domiciliation contract will be read with experienced eyes. An approved domiciliation company with a proper contract referencing its prefectural approval passes that reading; a vague accommodation letter does not. The point generalises: choose the seat for business reasons, keep the seat proof above suspicion, and budget a longer queue in Paris than in a small jurisdiction. None of this changes the law, which is national, but it changes the waiting time, which is the founder’s real currency.

B. Signing before registration: who pays if the company never sees the light?

The waiting period has a legal name, and ignoring it is the most dangerous mistake in this whole article. Between the signing of the draft statutes and the RCS entry, the project is a société en formation, a company being formed with no legal personality, and anyone who acts in its name acts in a regime of personal liability that two published decisions of the commercial chamber of the Cour de cassation, both dated 29 November 2023, have just recalled and refined. The starting rule sits in article L210-6 of the Commercial Code: “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.” The civil-law twin, article 1843 of the Civil Code, states: “Les personnes qui ont agi au nom d’une société en formation avant l’immatriculation sont tenues des obligations nées des actes ainsi accomplis, avec solidarité si la société est commerciale, sans solidarité dans les autres cas.” In plain terms: sign a lease or order equipment for the future SAS before the Kbis, and if the company never takes over that commitment, you pay personally, jointly with whoever signed alongside you, without limit. The shield of limited liability does not exist yet, because the person it would protect does not exist yet.

The rescue mechanism is the reprise, the takeover of the pre-registration commitments by the company once registered, with retroactive effect to day one. For an SARL, article R210-5 of the Commercial Code organises it: the statement of the acts done for the company being formed, with the commitment each would create for the company, is presented to the members before the statutes are signed, and “Cet état est annexé aux statuts, dont la signature emporte reprise des engagements par la société, lorsque celle-ci a été immatriculée au registre du commerce et des sociétés.” For companies with shares, article R210-6 of the Commercial Code provides the same automatic takeover for the acts listed in the statement annexed to the statutes, and adds for later mandates: “Sous réserve qu’ils soient déterminés et que leurs modalités soient précisées par le mandat, l’immatriculation de la société au registre du commerce et des sociétés emporte reprise de ces engagements par la société.” The founder’s checklist writes itself: list every pre-registration act, lease, equipment order, bank mandate, service contract, annex the list to the statutes, sign, register, and the company absorbs the commitments retroactively. Skip the list and you keep the liability; the two 2023 decisions show how courts treat the borderline cases.

In the first decision, Cass. com., 29 November 2023, No. 22-18.295, a commercial lease had been signed with a company described as being formed, and the question was whether the takeover by the registered company could be recognised even though the deed did not expressly state in ritual form that it was concluded in the name of or for the account of the company being formed. The Court answered with a passage founders should read twice: “il apparaît possible et souhaitable de reconnaître désormais au juge le pouvoir d’apprécier souverainement, par un examen de l’ensemble des circonstances, tant intrinsèques à l’acte qu’extrinsèques, si la commune intention des parties n’était pas que l’acte fût conclu au nom ou pour le compte de la société en formation et que cette société puisse ensuite, après avoir acquis la personnalité juridique, décider de reprendre les engagements souscrits”. The Court added that the requirement of an express ritual mention does not follow explicitly from the governing texts, and that recognising the judge’s sovereign assessment avoids the perverse effect of a nullity rule sometimes used by parties wishing to escape their commitments. For the founder, the message is double-edged and practical: a missing ritual formula no longer kills the takeover automatically, since the judge examines all the circumstances, but no founder should build their lease on the hope of a favourable sovereign assessment years later before a court. Write the formula expressly in every pre-registration deed, stating that it is concluded in the name and for the account of the company being formed, cite the registration to come, and annex the deed to the statutes.

In the second decision, Cass. com., 29 November 2023, No. 22-12.865, the Court recalled, under articles L210-6 and R210-6, that “les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés” and that the persons who acted in the name of or for the account of the company being formed before it acquired legal personality “sont tenues solidairement et indéfiniment responsables des actes ainsi accomplis”, unless the regularly constituted and registered company takes over the commitments, which are then deemed to have been undertaken by the company from the start. The case concerned a commercial lease signed for a company being formed with an express clause that registration would entail automatic takeover, and the Court censured the appeal judges for distorting the clear terms of the deed. Read together, the two decisions draw a clean line for foreign founders: the takeover works, automatically through the annexed statement and the statutory mandate, or through an express clause performed at registration, and it is judged on the common intention of the parties as shown by the whole file, but until registration the signatories remain jointly and indefinitely liable. Never sign a pre-registration commitment you could not personally honour if registration failed, never let an agent sign in your name without a written mandate that names the future company and the act, and never start trading, invoicing or hiring under the letterhead of a company that has no Kbis. The company letterhead before registration is not anticipation, it is personal exposure.

Conclusion

Registering a French company from abroad is a paper procedure before it is a business adventure, and the paper has an order: final statutes with the exact capital figures, blocked capital deposited and certified, lawful seat proved, legal announcement matching the statutes to the letter, foreign documents apostilled then sworn-translated, written mandates covering every signature, and one single Guichet unique file regrouping the whole under articles L123-33 and R123-3. The RCS entry, governed by articles L123-1, L210-6 and R210-1, then creates the legal person, the Kbis proves it, and the BODACC announces it. Between signature and registration, the société en formation regime applies: personal, joint and indefinite liability under article L210-6 and article 1843 of the Civil Code, lifted only by the statutory takeover of articles R210-5 and R210-6, read today in the light of the two published Cass. com. decisions of 29 November 2023, Nos. 22-18.295 and 22-12.865. Foreign founders who respect that sequence typically hold their Kbis within weeks and start trading with a clean file; founders who improvise the seat, translate nothing and sign everything before registration spend months repairing what one careful week would have prevented.

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