You live in London, New York, Dubai or Singapore and you want to sell, hire or invoice in France. The first question your bank, your client and the French administration will ask is simple: what exactly is your French vehicle? A SAS (société par actions simplifiée, the flexible joint-stock company), a SARL (société à responsabilité limitée, the classic limited liability company), a French subsidiary of your foreign company, or a mere branch (succursale) of that foreign company? The answer shapes who can sign, who pays debts, how profits are taxed, how you hire, and how fast you obtain the Kbis (the official company identity extract issued from the commercial court registry, the greffe) that unlocks everything. This guide explains each option in plain English, with the exact statutes and court decisions that govern them, so a foreign founder living abroad can choose once and choose well.

French law starts from a simple contract idea. Under the Civil Code, a company is formed when persons agree to put assets or work into a common enterprise in order to share profits, and “Les associés s’engagent à contribuer aux pertes.” (the members undertake to contribute to losses). Commercial companies then gain their own legal personality, separate from yours, only upon registration: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” (commercial companies enjoy legal personality from their registration with the trade and companies register). Before that date, anyone who acts in the name of the company in formation is jointly and indefinitely liable unless the company later takes over the commitment after registration. That single sentence explains why the Kbis matters so much: no Kbis, no shield. For the practical steps once the vehicle is chosen, our companion walkthrough on setting up a company in France as a foreign founder, from bank account to Kbis, VAT and first hire follows this article and stays current.

I. What Each Vehicle Really Is: Liability Shield, Tax Home and Power Map

Investors often ask whether a SAS is “better” than a SARL, or whether a branch avoids creating a company at all. The statutes answer by function, not by fashion. Both the SAS and the SARL cap your losses at your contributions, but they allocate power differently. A subsidiary is a full French company owned by your foreign parent, while a branch is not a company at all: it is your foreign company acting in France, with no separate shield. Tax follows the same logic. Understanding these three gaps — liability, tax residence and who decides — prevents the most expensive mistake foreign founders make: registering the wrong vehicle and discovering the error during a bank check, a hiring dispute or a tax audit.

A. How Do SAS and SARL Protect a Foreign Founder and Who Really Runs the Company?

The SAS is defined by freedom. “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” (a simplified joint-stock company may be formed by one or more persons who bear losses only up to their contributions). The same capped-liability promise opens the SARL chapter: “La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports.” (a limited liability company is formed by one or more persons who bear losses only up to their contributions). With one person only, each form has its one-member version: the SASU (SAS with a single member, associé unique) and the EURL (SARL with a single member). In both cases the single member exercises the powers of the collective meeting. The shield is therefore identical in principle: your house and personal accounts are not the company’s debts, as long as you respect capital, accounting and filing duties and you do not mix assets or give personal guarantees.

The real difference sits in governance. In a SAS, “Les statuts fixent les conditions dans lesquelles la société est dirigée.” (the articles determine the conditions under which the company is managed). You write the rules: one president (président, the mandatory legal representative), plus optional general managers (directeurs généraux), a board or an investment committee if you wish, voting thresholds you choose, and transfers of shares you design. The only mandatory officer is the president, who represents the company toward third parties. In a SARL, by contrast, the statute names the manager: “La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques.” is completed by article L.223-18, which states that “La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques.” (a limited liability company is managed by one or more natural persons), appointed by the members, who hold the widest powers to act in the name of the company toward third parties, even beyond the corporate purpose unless the third party knew. Capital is also simpler in a SARL: “Le montant du capital de la société est fixé par les statuts. Il est divisé en parts sociales égales.” (the amount of the capital is set by the articles; it is divided into equal shares), freely set, even at one euro, while the SAS issues shares (actions) with far more flexible classes, vesting and preference rights.

For a foreign founder, three practical consequences follow. First, if you want American-style vesting, leaver clauses, drag-along or a non-resident investor holding preferred shares, the SAS handles it in the articles; the SARL forces approvals for most transfers to outsiders and offers narrower share engineering. Second, if you want simplicity with a spouse or a single operating manager and standard decisions by majority, the SARL and its model articles work well and banks understand them instantly. Third, leadership protection differs sharply. A SARL manager (gérant) can be removed by the members, and “Le gérant peut être révoqué par décision des associés dans les conditions de l’article L. 223-29” (the manager may be removed by decision of the members under the conditions of article L.223-29), while “Si la révocation est décidée sans juste motif, elle peut donner lieu à des dommages et intérêts.” (if removal is decided without just cause, it may give rise to damages). Members vote under article L.223-29, where “Dans les assemblées ou lors des consultations écrites, les décisions sont adoptées par un ou plusieurs associés représentant plus de la moitié des parts sociales.” (at meetings or in written consultations, decisions are adopted by one or more members holding more than half of the shares). In a SAS, courts apply whatever the articles say, nothing more.

The Court of Cassation confirmed this SAS freedom twice in recent years, and both rulings deserve a literal reading because founders often rely on side letters. In a 9 March 2022 commercial chamber decision, appeal number 19-25.795, concerning the Hubbard group, the Court held that “les conditions dans lesquelles les dirigeants d’une société par actions simplifiée peuvent être révoqués de leurs fonctions sont, dans le silence de la loi, librement fixées par les statuts, qu’il s’agisse des causes de la révocation ou de ses modalités” (the conditions under which the officers of a simplified joint-stock company may be removed are, where the statute is silent, freely set by the articles, whether as to the grounds or the procedure). The articles in that case allowed removal at any time, so no just cause had to be shown. Three years later, on 9 July 2025, decision number 24-10.428 on the IDF Démolition company, the same chamber added the limit on side deals: “les statuts de la société par actions simplifiée fixent les conditions dans lesquelles celle-ci est dirigée, notamment les modalités de révocation de ses dirigeants.” (the articles of a simplified joint-stock company set the conditions under which it is managed, including the terms for removing its officers), and “Si une décision des associés peut compléter les statuts sur ce point, elle ne peut y déroger, quand bien même aurait-elle été prise à l’unanimité.” (while a decision of the members may supplement the articles on this point, it may not depart from them, even if adopted unanimously). A unanimous meeting minute that contradicts the articles on removal therefore fails. The lesson for a founder living abroad is direct: write removal, vesting and deadlock rules into the SAS articles on day one, because a later email or annex will not override them.

Social protection of the leader also differs and surprises many newcomers. A SAS president who holds no employment contract is treated as a Self-employed-equivalent executive for social security purposes in the general scheme (assimilé salarié, meaning contributions close to an employee but without unemployment insurance), while a majority SARL manager falls under the independent workers scheme (travailleur non salari-, TNS, now handled through URSSAF, the body that collects social contributions, and the sécurité sociale des indépendants). Contribution bases for independent workers sit on the base defined for self-employed contributions, since “Les cotisations de sécurité sociale dues par les travailleurs indépendants non agricoles ne relevant pas du dispositif prévu à l’article L. 613-7 sont assises sur l’assiette définie à l’article L. 136-3” (social security contributions owed by non-agricultural self-employed workers outside the micro scheme are based on the base defined in article L.136-3). Rates, health cover, pensions and daily allowances therefore diverge from the first payslip. A non-resident president who never comes to France and receives no French pay may owe little, while a manager who works daily in Paris owes full French contributions from the start. Payroll, employment contracts and the hiring of a first employee build on this choice, and the wrong label can double costs or leave the founder without cover, which is why the social chapter should be modelled before registration rather than after the first URSSAF letter.

B. When Does a Branch or a Subsidiary Make Sense for a Foreign Parent Company?

A subsidiary (filiale) is a French company in its own right, typically a SAS or SARL whose shares are held by your foreign parent. It has French legal personality from its own registration, its own Kbis, its own bank account, its own tax returns and its own liability shield. The parent risks its investment, not its whole balance sheet, unless it gives guarantees or is found to have directed a wrongful trading. A branch (succursale) is the opposite: it is not a separate person. It is your existing foreign company operating premises, signing contracts and hiring in France through a registered establishment, with no French capital and no French shield. Creditors of the French activity can pursue the foreign head office directly, and the head office answers for French employment and tax debts arising from the branch. Banks know this and often ask the head office for direct documents, apostilled company records and proof of the person entitled to bind the foreign entity.

Tax residence follows the same split. A French subsidiary is fully liable to French corporate income tax (imp-t sur les sociétés, IS) on its worldwide French profits because “sont passibles de l’impôt sur les sociétés, quel que soit leur objet, les sociétés anonymes, les sociétés en commandite par actions, les sociétés à responsabilité limitée n’ayant pas opté pour le régime fiscal des sociétés de personnes dans les conditions prévues au IV de l’article 3 du décret n° 55-594 du 20 mai 1955 modifié” (are liable to corporate income tax, whatever their purpose, public limited companies, partnerships limited by shares, and limited liability companies that have not elected for partnership taxation). The standard rate, instalments and filing calendar attach immediately, and dividends paid up to the foreign parent then face withholding with possible treaty relief. A branch of a foreign company operating a full business in France is also taxed in France on the profits attributable to that French establishment, files French returns, charges French VAT (taxe sur la valeur ajout-e, TVA) and runs French payroll, but without the dividend layer: transfers to the head office are internal movements, not dividends, though branch tax and treaty clauses can still apply. Founders who only prospect, attend fairs or store goods without concluding contracts in France may have no taxable presence at all, while founders who sign, deliver and invoice from Paris almost always do, whatever the letterhead says.

Registration reflects the distinction. A subsidiary files like any French creation through the single online business formalities portal (guichet unique, operated via the INPI, the National Institute for Industrial Property, feeding the National Register of Enterprises and the trade and companies register, RCS). The statute states that “toute entreprise se conforme à l’obligation de déclarer sa création, la modification de sa situation ou la cessation de ses activités auprès d’une administration, d’une personne ou d’un organisme mentionnés à l’article L. 123-32” (every business complies with the duty to declare its creation, any change in its situation or the end of its activity) through “par le dépôt d’un seul dossier comportant les déclarations qu’elle est tenue d’effectuer.” (a single file containing all the declarations it must make), lodged electronically with the single body. In practice the file includes the articles, the list of officers, the registered office lease or domiciliation contract, the capital deposit certificate from the bank, the identity and criminal-record declaration of the officers, and since recent reforms the register of beneficial owners. A branch registers the foreign company itself as operating in France, disclosing the foreign law, the foreign register and number, the French address, and the person in France empowered to bind the company, plus a certified translation of the foreign constitutional documents. Both routes end with a SIREN number (the nine-digit national business identifier), a SIRET for the premises, an activity (APE) code, and publication in BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where creations, moves and insolvencies appear).

Choose by horizon, not by filing fee. Take a subsidiary when France will hire, sign leases, borrow, invoice recurring revenue or raise funds, because clients, landlords and lenders want a French balance sheet and a French Kbis in the name of the operator. Take a SAS subsidiary when several founders, a foreign fund or an employee option plan will enter within two years, because share engineering will pay for itself. Take a SARL subsidiary when one owner-manager runs a stable service business and wants low drafting costs and familiar majority rules. Take a branch only for a short test, a regulated group that must show the foreign balance sheet, or a public tender that requires the foreign entity itself, and plan the conversion to a subsidiary once revenue, headcount or risk grows. In every case, check the tax treaty between France and the home state before signing: the treaty decides where the head office stays resident, how dividends and branch profits are relieved, and which certificate the paying agent will demand to cut the rate at source.

II. How to Register From Abroad, Pay Tax and Fix a Wrong Choice Without Starting Over

Foreign founders often imagine that distance slows everything. The portal, the bank and the tax office now work almost entirely online, and a well-prepared file can move from draft articles to Kbis in two to four weeks even when the founder never boards a plane. The delays that hurt are not geographic but documentary: a missing apostille, a lease the greffe rejects, a capital certificate worded for the wrong company, or officers who cannot prove their address. Paris adds one layer of scrutiny because volumes are high and the registry checks domiciliation authorisations closely, but the same file succeeds in Paris, Lyon or Bordeaux when each piece matches the others. Tax then starts on its own clock: corporate tax instalments, VAT numbers and payroll declarations do not wait for the founder to feel settled.

A. How Do You Register the Company From Abroad and Get the Kbis Without a Blocked File?

Start with identity and capacity. Any adult, French or foreign, resident or not, can be a member of a SAS or SARL, except for regulated activities that demand approvals or French qualifications. Officers need a valid passport, a personal address proof, a declaration of non-conviction, and for non-European nationals sometimes a long-stay visa or residence strategy if they will manage from France, a topic that belongs to immigration counsel and not to this corporate guide. The registered office (siège social) must be a real French address: a commercial lease, a sublease with the landlord consent, or a domiciliation contract with an approved provider (domiciliataire). Domiciliation is lawful and common for founders abroad, but the provider must hold a prefectoral approval and the contract must state the premises made available; a simple mail-forwarding address without approval blocks the file. In Paris and the surrounding Ile-de-France departments, the greffe checks the approval number, the lease term and the exact spelling of the company name across all documents, so align the draft articles, the bank certificate, the lease and the portal form letter by letter before filing.

Capital comes next, and the bank is often the bottleneck. Even though one euro is lawful, show a credible amount for the activity, deposit it on a blocked account, and obtain the certificate (certificat de dépôt des fonds) naming each subscriber and the amounts. Online banks, traditional banks and notaries can receive funds, but many ask for the draft articles, the founder passport certified, proof of origin of funds and the foreign parent documents with sworn translation when a parent subscribes. If the bank refuses or stalls, do not rewrite the whole project: ask for the written reason, complete the anti-money-laundering file, or switch to a bank or notary that handles non-resident files daily while keeping the same draft articles. Once the certificate is issued, sign the final articles, appoint the president or manager, publish the creation notice in a legal announcements paper (journal d’annonces légales) for the department of the registered office, and file the single portal dossier. The registry verifies, the company is entered in the RCS, the SIREN is issued, and the Kbis can be downloaded. Only then release the blocked capital to the operating account and start invoicing.

Branches follow a parallel but distinct checklist. Instead of articles of a new company, the file proves the existence and powers of the foreign company: certificate of good standing or foreign register extract with apostille, constitutional documents, board resolution deciding to open the French branch and naming the French representative with the exact scope of powers, French address proof, and sworn French translations. The portal routes the file to the same RCS, but the number identifies the foreign company operating in France, and later changes at head office, such as a new director or a new registered office abroad, must be declared in France as updates. Publication in a legal paper and in BODACC still applies, and the branch must file its own accounts or exemption claim depending on the home state and European directives. Founders who test with a branch and then grow should diary a conversion review at twelve months: headcount, lease term, revenue processed through French contracts and banking comfort usually point to incorporating a subsidiary and transferring the business as a going concern rather than running a permanent branch.

Three filing traps cause most rejections. First, name mismatches: Bluebird SAS in the articles, Blue Bird SAS on the bank certificate and BLUEBIRD on the lease produce a correction round every time. Second, officer mismatches: a president named in the articles but missing from the portal beneficial-owner declaration, or a manager whose birth name, married name and passport name differ without explanation. Third, purpose clauses (objet social) copied from another business that omit the regulated words or include them without the licence: transport, security, finance, health and legal-adjacent work trigger prior approvals. Service-public.fr, the official public service site, the INPI portal help pages and impots.gouv.fr, the tax administration site, publish current checklists and forms, and Legifrance, the official statute site, carries the controlling texts linked throughout this guide. Read them before paying for translations, because a corrected translation costs more than a careful draft.

B. How Do You Handle Corporate Tax, VAT and Payroll, and What If You Picked the Wrong Vehicle?

Corporate tax starts with the financial year you choose in the articles, often 31 December for simplicity. A French company pays IS on its profits, files the annual return in the spring, and pays four instalments (acomptes) during the year based on the prior profit, with a final balance. New companies with no prior year pay reduced or deferred instalments under tolerance rules, but they must still calendar them. VAT registration is separate: the SIREN triggers automatic identification, and the VAT number (numéro de TVA intracommunautaire, with the FR prefix) is activated when the tax office sees taxable activity, intra-European purchases or an option. E-commerce, intra-group services, imports through French ports with EORI (the customs identifier), and reverse-charge invoices each have their own declaration lines, and late registration draws penalties plus interest while clients wait for compliant invoices. Payroll adds a third clock: before the first payslip, register with URSSAF, the health and pension bodies and the occupational scheme, set up the DSN (déclaration sociale nominative, the monthly payroll return), and draft a French-law employment contract with trial, working time and place of work stated.

Employment is where foreign habits collide most with French mandatory rules. The 35-hour week, overtime premiums, payslip mentions, time records and termination reasons are not negotiable templates from home. A manager abroad who asks a Paris employee to work like in New York without counting hours creates back-pay and court risk. Social charges for an employee sit near forty to forty-five percent on top of gross salary depending on level and schemes, while an assimilated president pays executive contributions without unemployment cover and a majority SARL manager pays independent rates with different health and pension rights. Model the full cost of the first hire before promising start dates, and keep proof: signed contract, job description, working-time records, expense policies and annual interview notes. URSSAF audits focus on benefits in kind, expense reimbursements and contractor reclassification, and the assessment can reach back years when records are thin.

If the vehicle proves wrong, French law offers repairs short of closing everything. A SARL can convert to a SAS and a SAS to a SARL by extraordinary decision, with a conversion report, updated articles and a registry filing, without creating a new person: transformation does not restart personality, debts or contracts. A branch can contribute its French business to a new subsidiary, hire across, assign leases with landlord consent, and then deregister the branch once run-off ends. A subsidiary can become a branch only indirectly, by creating the branch and transferring the business, which is rarer and usually driven by group simplification. Tax neutrality of these moves is never automatic: conversions can trigger revaluation, loss carry-forward limits, VAT adjustments on assets and payroll transfers under employment law when an economic entity moves. Ask for a dated tax and employment memo before the meeting, file the registry update within the month, publish where required, and notify the bank, the insurer, clients and URSSAF so the Kbis, the account and the contracts show the same name on the same day.

Disputes over leadership illustrate why drafting matters more than nationality. A foreign majority member who removes a French SARL manager without documented reasons does not cancel the removal but may owe damages, since removal without just cause gives a damages claim while the removal itself stands. A foreign president of a SAS who discovers that a unanimous side agreement promised a three-year mandate learns from the 2025 IDF Démolition ruling that the articles prevail over the side paper. Conversely, a director general of a SAS whose articles allow removal at any time cannot demand proof of misconduct, as the 2022 Hubbard ruling shows, but can still challenge a brutal or humiliating process. Write the removal clause, the notice, the hearing right and any severance into the articles in plain numbers, translate them for the foreign parent, and apply them exactly. Courts enforce clear articles quickly; they punish improvisation slowly and expensively.

Conclusion

For a foreign founder, the safest path is usually a French subsidiary in SAS form when growth, investors or option plans are likely, a SARL when one owner-manager wants simplicity, and a branch only for a short, low-risk test with a planned conversion date. Liability follows personality, tax follows activity, and power follows the articles you sign. Deposit credible capital, align every name across bank, lease and portal, register through the single dossier, download the Kbis, then run the three tax and payroll clocks from day one. If the first choice strains, convert the company, contribute the branch business to a subsidiary, or realign the articles before closing anything. Built this way, a French company run from abroad stays bankable, hire-ready and auditable, and the founder keeps control of the decisions that matter.