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Source : Cour de cassation – Base Open Data « Judilibre » & « Légifrance ».

Barreau de Paris Immobilier, sociétés, affaires Fiche CNB avocat.fr
Maître Reda KOHEN, avocat au Barreau de Paris
Maître Reda KOHEN
Avocat au Barreau de Paris

No French Address? How Foreign Founders Domicile a Company in France, Prove the Registered Office and Get the Kbis From Abroad

Every company registered in France must have a French address. That single rule stops many foreign founders before they start: no address means no registration, no registration means no Kbis, and without the Kbis (the official identity certificate of a French company, issued by the greffe, the registry office of the commercial court) the company cannot open a bank account, sign contracts, hire staff or charge VAT. Founders living in London, New York, Dubai or Singapore therefore face a practical question before any legal subtlety: where does the company legally live when its owner lives abroad? French law gives a clear answer, and it offers several routes. A company can rent its own premises, share premises through an approved domiciliation company, or in some cases use the home address of its legal representative. Each route has its own proof requirements, its own cost and its own traps. This guide explains, for a business reader running the project from abroad, how to choose an address, how to prove occupation of the premises on the Guichet unique (the single online filing portal operated by the INPI, the French intellectual property and companies office), how to manage mail and moves afterwards, and what happens when a landlord, a domiciliation provider or a court challenges the address. Honestomain specifics for Paris and the Île-de-France region are included, because most foreign founders register there.

I. How do you prove the registered office when you register a French company from abroad?

A. What address options does a foreign founder living abroad really have?

French law states the starting point in one sentence. Article L. 123-11 of the Commercial Code provides: “Toute personne morale demandant son immatriculation au registre du commerce et des sociétés doit justifier de la jouissance du ou des locaux où elle installe, seule ou avec d’autres, le siège de l’entreprise, ou, lorsque celui-ci est situé à l’étranger, l’agence, la succursale ou la représentation établie sur le territoire français.” In plain English: every legal entity applying for registration with the RCS (the Registre du commerce et des sociétés, the trade and companies register kept by each greffe) must prove that it occupies the premises where it places its registered office, known in French as the siège social. The same article adds: “La domiciliation d’une personne morale dans des locaux occupés en commun par plusieurs entreprises est autorisée dans des conditions fixées par décret en Conseil d’Etat.” Sharing premises with other companies is therefore lawful, provided the regulatory conditions are met. A letter box alone, with no legal title to the premises, never satisfies this requirement, and the greffe rejects files built on it.

Four practical routes exist for a founder who does not live in France. The first is a lease or sub-lease taken in the name of the company being formed. A commercial lease for premises where a business (a fonds de commerce) is operated falls under the protective statute of commercial leases, whose scope is defined by Article L. 145-1 of the Commercial Code: “Les dispositions du présent chapitre s’appliquent aux baux des immeubles ou locaux dans lesquels un fonds est exploité, que ce fonds appartienne, soit à un commerçant ou à un industriel immatriculé au registre du commerce et des sociétés”. This route gives the strongest file and the strongest image, but it is the most expensive and the slowest: a Paris landlord usually asks for deposits, guarantees and insurance before a company that does not yet exist, and a founder abroad must sign through a power of attorney, often with sworn translation and legalisation of foreign documents. Before choosing this route, founders usually settle the vehicle question first, and our companion guide on how to choose between an SAS, an SARL, a branch and a subsidiary in France helps to decide whether a full lease is proportionate at this stage.

The second route, used by the large majority of foreign founders, is a domiciliation contract with an approved domiciliation company (a centre d’affaires or société de domiciliation). The provider supplies its own address as the registered office of the client company and handles mail. The official business portal summarises the logic in everyday terms: the provider “Il doit posséder un agrément préfectoral”, a prefectural approval that guarantees the quality of its services, and the client signs a domiciliation contract lasting at least three months, as the official business portal recalls in its guide to setting up a company at a domiciliation address, Service Public Entreprendre). Costs are modest, often a few dozen euros per month outside Paris and more in central Paris, and the contract can be signed remotely. The trap is the provider without approval: Article L. 123-11-3 of the Commercial Code states “Nul ne peut exercer l’activité de domiciliation s’il n’est préalablement agréé par l’autorité administrative, avant son immatriculation au registre du commerce et des sociétés.” A founder should therefore check the prefectural approval number (agrément préfectoral) on the contract and verify that the provider is itself registered with the RCS, because Article R. 123-168 of the Commercial Code requires that “Le domiciliataire doit, durant l’occupation des locaux, être immatriculé au registre du commerce et des sociétés”. An approval that cannot be shown is a reason to walk away.

The third route is the home address of the legal representative (président of an SAS, gérant of an SARL). Article L. 123-11-1 of the Commercial Code provides: “Toute personne morale est autorisée à installer son siège au domicile de son représentant légal et y exercer une activité, sauf dispositions législatives ou stipulations contractuelles contraires.” For a founder who already rents or owns a flat in France, this is the cheapest solution. But two limits matter enormously from abroad. First, the lease of the flat or the co-ownership rules (règlement de copropriété) may forbid professional use, in which case the law only allows a temporary five-year arrangement: “Lorsque la personne morale est soumise à des dispositions législatives ou stipulations contractuelles mentionnées à l’alinéa précédent, son représentant légal peut en installer le siège à son domicile, pour une durée ne pouvant ni excéder cinq ans à compter de la création de celle-ci, ni dépasser le terme légal, contractuel ou judiciaire de l’occupation des locaux.” Second, a founder who lives permanently abroad rarely has a French home at all, which closes this route entirely. Using the Paris flat of a friend or a short-term rental as the siège, without a genuine right of occupation, is a false address: it exposes the company to rejection at registration and later to removal from the register.

The fourth route concerns groups that already exist abroad: registering a branch (succursale), agency or representation of the foreign company instead of creating a French subsidiary. The same Article L. 123-11 covers this case, since the company must prove occupation of the premises of its French establishment. A branch shares the foreign company’s legal personality, while a subsidiary (usually an SAS, société par actions simplifiée, or an SARL, société à responsabilité limitée) is a separate French person. The address proof works the same way in both cases: a lease or a domiciliation contract, filed on the Guichet unique, with the foreign parent’s documents attached in certified translation. Founders who hesitate between these vehicles should read the comparison of SAS, SARL, branch and subsidiary for foreign companies in France before paying for an address that fits one vehicle better than the other.

B. How do you get the address accepted on the Guichet unique and obtain the Kbis?

Since 1 January 2023, all company registrations pass through the Guichet unique, the single online portal, instead of the former paper forms filed directly at each greffe. The file must contain proof of occupation of the premises (justificatif de jouissance des locaux): a signed lease, a sub-lease authorised by the landlord, a domiciliation contract, or the title of the legal representative to their home plus, where required, the written notice to the landlord or co-ownership association. For a domiciliation, Article R. 123-167 of the Commercial Code is explicit: “Toute personne physique ou morale qui installe le siège de son entreprise dans des locaux qu’elle occupera en commun avec une ou plusieurs entreprises présente à l’appui de sa demande d’immatriculation le contrat de domiciliation conclu à cet effet avec le propriétaire ou le titulaire du bail de ces locaux.” The same text extends the rule to foreign companies opening a French establishment in shared premises. In practice, the greffe checks three things on the contract: a written document, a duration of at least three months with tacit renewal, and the identity of the provider. Article R. 123-168 states: “Le contrat de domiciliation est rédigé par écrit.” and “Il est conclu pour une durée d’au moins trois mois renouvelable par tacite reconduction, sauf préavis de résiliation.” A one-month contract, an unsigned draft or an invoice from a virtual-office website without a genuine contract leads to a request for correction (demande de régularisation) and weeks of delay.

The contract is not a private detail: Article R. 123-169 provides that “Le contrat de domiciliation prévu aux articles R. 123-167 et R. 123-168 est mentionné au registre du commerce et des sociétés, avec l’indication du nom ou de la dénomination sociale et des références de l’immatriculation principale sur un registre public de l’entreprise domiciliataire.” The domiciliation therefore appears on the company’s public record, and banks, suppliers and courts can see it. This publicity is normal and should not worry a founder; thousands of healthy Paris companies show a domiciliation address on their Kbis. What matters is that the provider genuinely receives mail and can produce the company’s file on request, because domiciliation companies are subject to anti-money-laundering duties: Article L. 123-11-5 states that “Les personnes exerçant l’activité de domiciliation mettent en œuvre les obligations relatives à la lutte contre le blanchiment des capitaux et le financement du terrorisme” Concretely, the provider will ask the foreign founder for a passport, proof of home address abroad, details of the company’s owners (bénéficiaires effectifs, the ultimate beneficial owners declared to the RBE register) and sometimes the origin of the funds. A provider that asks for nothing is not diligent; it is dangerous.

Foreign founders should prepare four items before clicking submit. First, identity and capacity documents: passport of each director and shareholder, and where the shareholder is a foreign company, its certificate of existence with a certified French translation, plus apostille or legalisation where the issuing country requires it. Second, the address proof itself, signed by both sides and dated, with the provider’s RCS number and approval reference where it is a domiciliation. Third, the company’s draft articles (statuts) showing the same registered office address, because any mismatch between the articles and the lease or domiciliation contract triggers a correction request. Fourth, the declaration of beneficial owners for the RBE (Registre des bénéficiaires effectifs). The greffe of the place of the registered office examines the file; for a Paris address that means the greffe of the Paris commercial court, one of the busiest in France, where incomplete foreign files routinely take several weeks including corrections. Once the file is complete, the company is entered in the RCS and the RNE (Registre national des entreprises, the national register fed by all greffes), receives its SIREN number (the unique nine-digit company identifier issued by INSEE), and the greffe issues the Kbis. The Kbis states the company name, legal form, capital, directors, registered office and RCS number; it is the document every French bank demands before opening an account. Founders should download it from the official registries, check every line at once, and correct errors immediately through a modification filing rather than letting a wrong address circulate.

When the greffe asks for corrections, the founder should treat the request as a checklist, not a refusal. Typical causes for foreign files: address in the articles different from the address on the lease, domiciliation contract missing the provider’s approval details, foreign parent documents without translation, or a home-address filing without the prior written notice to the landlord. Each correction restarts the examination queue, so a careful first filing from abroad saves more time than any follow-up message. If the file is complete, current Paris practice shows registration within days to a few weeks; if it is incomplete, the same file can drift for two months. The discipline is simple: one address everywhere, one signed proof, one consistent set of names and dates.

II. What happens after registration: mail, moves and disputes over the address?

A. How do you run official mail, keep the address alive and move the registered office from abroad?

The Kbis is the beginning, not the end. Every official letter in France goes to the registered office: tax notices from the DGFIP (Direction générale des finances publiques), social demands from URSSAF (the network of bodies collecting social contributions), court summons, and the greffe’s own mail. A founder living abroad must therefore organise mail handling with rigour. With a domiciliation company, the contract usually offers receipt, scanning and forwarding of mail, sometimes with an online platform; the founder should activate forwarding from day one, test it with a real letter, and designate in writing who may collect registered letters (lettres recommandées) on the company’s behalf. With a lease, the founder needs a person on site or an agreement with the building manager, because unclaimed registered letters are deemed notified after the statutory holding period and deadlines run anyway. The domiciliation provider must also be informed of every change in the company’s life: new director, new shareholders, new activities. The official portal reminds clients that they must inform the provider of any change concerning the life of the company, and a founder who moves country, changes passport or restructures capital without telling the provider creates inconsistencies that surface at the worst moment, during a bank review or a tax audit.

Moving the registered office (transfert de siège social) is a formal procedure, not a simple change of letterhead. The directors or shareholders decide the move under the rules in the articles, the articles are amended, the Guichet unique receives a modification filing with the new proof of occupation, and the move is published: notice in a legal announcements journal (JAL, journal d’annonces légales) and, where the move changes the court district, entry with the new greffe and publication in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette of company registrations). The official procedure is described step by step on Changer le siège social d’une société, Service Public Entreprendre. A move inside the same court district is lighter than a move to another district, which requires deregistration steps at the old greffe and re-registration at the new one, with two publications. A foreign founder who runs the company from abroad should therefore choose the first address with moves in mind: a Paris domiciliation that can follow the company for years avoids a district change, while a short lease in one suburb followed by a move to Paris multiplies filings, publications and bank updates. Each modification filing must again show a consistent address across the amended articles, the new lease or domiciliation contract, and the beneficial-owner details where they changed.

Paris and Île-de-France deserve specific attention, because most foreign founders register there and the local practice is demanding. The competent greffe for a Paris address is the greffe of the Paris commercial court; competent courts for disputes include the Paris commercial court for business cases and the Paris judicial court (tribunal judiciaire de Paris) for many civil matters. Practical points follow. First, Paris landlords and domiciliation providers know the greffe’s expectations and usually supply compliant documents, but their prices reflect central addresses: budget accordingly and compare the approval, the mail services and the meeting-room access rather than the postcode alone. Second, allow realistic delays: the Paris greffe handles very large volumes, so a modification filing with an error costs more waiting time in Paris than in a small town. Third, prepare the documents a Paris bank will ask for on top of the Kbis: the signed lease or domiciliation contract, the articles, the beneficial-owner declaration receipt, and the director’s identification. Fourth, remember the five-year clock when the seat sits at the director’s Paris home under the temporary tolerance: the greffe writes before expiry, and the company must show a new address. Article R. 123-171 provides: “Lorsque la personne morale immatriculée a installé son siège au domicile de son représentant légal en usant de la faculté ouverte par les dispositions des deuxième et quatrième alinéas de l’article L. 123-11-1, le greffier lui adresse trois mois avant l’expiration du délai de cinq ans prévu par cet article une lettre l’invitant à lui communiquer l’adresse de son nouveau siège.” A founder who left France in the meantime and ignores that letter faces removal, described below. The Paris lesson is therefore organisational: one calendar with the lease renewal date, the domiciliation renewal date, the five-year deadline where relevant, and the annual accounts approval deadline, monitored from abroad with reminders.

B. What if the landlord, the domiciliation provider or a court challenges the address?

Three kinds of challenge occur in practice, and each has its own answer. The first comes from the residential landlord. A founder who places the company seat in the flat they rent in Paris, or who keeps an old domiciliation at a former flat, may face a landlord invoking the residential-use clause (clause d’habitation) of the lease. The courts distinguish the address from the activity. In a fully reasoned decision read for this guide, the Versailles Court of Appeal held on 6 February 2024 (RG No. 22/05818) that placing a company seat in residential premises rented by its legal representative does not necessarily breach the residential-use clause of the lease where it does not change the use of the premises because no business activity is carried on there, expressly relying on the Court of Cassation, 3rd Civil Chamber, 25 February 2016, No. 15-13.856. In that case the court confirmed the first judge’s refusal to terminate the lease, by substituted reasoning, because the landlords had not proved real business activity on the premises: no clients received, no goods stored, no neighbourhood disturbance. The lesson for founders is twofold and practical. A purely administrative seat at the director’s home, with no clients, no stock and no disturbance, does not by itself breach a residential lease. But the moment real activity moves into the flat, the landlord can seek termination and eviction, and the company must show another address immediately. Founders who work from a Paris flat should therefore keep evidence of the quiet, administrative nature of the occupation and, as soon as the business needs real premises, sign a proper lease or domiciliation instead of stretching the home solution.

The second challenge concerns the domiciliation provider itself. If the provider loses its prefectural approval, stops forwarding mail or disappears, the founder must react fast: sign with an approved provider or lease premises, file the address change, and recover the mail backlog. The criminal side of the rule targets the provider, not the client: Article L. 123-11-8 of the Commercial Code provides that “Est puni d’un emprisonnement de six mois et d’une amende de 7 500 € le fait, pour toute personne, d’exercer l’activité de domiciliation mentionnée à l’article L. 123-11-2 sans avoir préalablement obtenu l’agrément prévu à l’article L. 123-11-3 ou après le retrait ou la suspension de cet agrément.” A founder is not criminally liable for the provider’s missing approval, but a file based on an unapproved provider will be rejected, and a company whose provider vanished stops receiving summonses and tax notices, which is how small problems become judgments by default. The precaution is cheap: check the approval at signature and calendar each renewal, since the standard contract runs for at least three months with tacit renewal, so the company never sits without an address. Where the provider ends the contract, the founder should demand written confirmation of the end date and of the mail-forwarding arrangement, then file the new address without waiting.

The third challenge is administrative: removal from the register (radiation d’office). Two situations produce it. Where the seat was placed at the director’s home under the five-year tolerance despite a lease or co-ownership prohibition, the law, at Article L. 123-11-1 of the Commercial Code, requires the company to show a new address before expiry: “Avant l’expiration de la période mentionnée au deuxième alinéa, la personne doit, sous peine de radiation d’office, communiquer au greffe du tribunal les éléments justifiant son changement de situation, selon les modalités fixées par décret en Conseil d’Etat.” If the founder ignored the greffe’s letter, Article R. 123-171 applies: “Faute pour l’assujetti d’avoir régularisé sa situation au regard des deuxième et quatrième alinéas de l’article L. 123-11-1 dans le délai imparti, le greffier procède à la radiation.” Radiation does not erase debts or liabilities; it freezes the company’s legal life, blocks the Kbis, alarms banks, and forces a costly restoration or re-registration. The other situation is the fictitious seat (siège fictif): an address where the company has never genuinely been installed, with no contract, no mail collection and no presence. Courts treat a fictitious seat as a serious irregularity, and third parties who signed at that address can face nullity or unenforceability arguments, while directors face personal exposure. The prevention is the same discipline as at registration: a real signed title, a provider that actually exists and holds approval, mail that is actually collected, and filings updated at every change.

One final address rule matters for litigation: the company is summoned and served at its statutory seat as shown on the RCS. Bailiffs serve writs there, courts send convocations there, and limitation periods run from events linked to that address. A founder who moved the real activity to a new city but left the old seat on the register will be served at the old address, and a default judgment can be entered while the founder believes nothing is happening. Conversely, a client or supplier who wants to sue the company serves the seat on the Kbis, which is why keeping the Kbis address accurate protects both sides. Before any court step in Paris, the founder verifies the current Kbis, serves and receives at that address, and files the modification first if a move is pending. Address accuracy is therefore not administrative polish; it is the condition for a fair hearing.

Conclusion

A foreign founder does not need a French home to own a French company, but the company itself needs a genuine French address from day one. The workable choice is usually a lease where the business needs real premises, or a contract with an approved domiciliation company where an administrative seat with reliable mail handling is enough. The home of the legal representative helps only where the founder truly lives there and the lease and co-ownership rules allow it, with the five-year limit in mind where they do not. The filing succeeds when one address appears consistently across the articles, the lease or domiciliation contract and the beneficial-owner declaration, with foreign documents translated and legalised. Afterwards, the address lives or dies on organisation: mail collected and forwarded, the provider informed of every change, renewals calendared, moves filed and published with the BODACC notice where required, and Paris deadlines monitored from abroad. The Versailles decision on residential leases, the five-year rule with removal for non-compliance, and the criminal sanction against unapproved providers all point in the same direction: French law welcomes shared and flexible addresses, but only real, documented and current ones. A founder who treats the registered office as the company’s legal home, rather than as a line on a form, gets the Kbis faster and keeps it.

Source : Cour de cassation – Base Open Data « Judilibre » & « Légifrance ».

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