You live in London, New York, Montreal, Dubai or Singapore. You have signed the articles of your French SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders choose) or your French SARL (société à responsabilité limitée, the limited liability company with parts sociales instead of shares). You uploaded the file on the French single online portal for company formalities, run by the INPI (Institut National de la Propriété Industrielle, the national institute that operates the guichet unique, the one-stop shop for business registrations), and you waited for the Kbis (the official identity certificate of the company, an extract from the trade and companies register). Instead of the Kbis, you received a rejection: pièces non conformes. Your birth certificate carries no apostille. The articles of your foreign parent company are in English with no certified French translation. Your criminal-record extract has no authentication stamp. Nothing is wrong with your business plan, yet your company does not legally exist, your capital stays blocked in the deposit account, and your launch date slips away. This article explains exactly which foreign documents the French registry demands, why an unauthenticated foreign paper has no effect in France, and how to rebuild the chain — apostille or legalisation, sworn translation, refiling — so that the greffe (the registry office of the commercial court that issues the Kbis) accepts your file while you remain abroad.

French company law separates the business decision from the proof of identity. The portal does not judge your project; it checks that every person and every document in the file is identified, authentic and readable in French. A foreign founder fails at this stage for three recurring reasons: a public document from home presented without the international stamp that makes it trustworthy, a translation done by the wrong person or at the wrong moment, and a refiling that repeats the same error instead of fixing the chain. Part I maps the file you must assemble from abroad and the legal reason why the greffe rejects unauthenticated papers. Part II gives the repair method in the right order — apostille or consular legalisation depending on your country, the European shortcut when it applies, translation by the right professional before authentication, and a clean refiling — with the exact texts and court decisions you can rely on.

I. The greffe says no: which foreign papers fail and how French law justifies the refusal

A. The registration file a founder living abroad must assemble: identity, declaration of non-conviction, foreign company papers and supporting proofs

Every company registration in France now passes through the single online portal, and the supporting documents are listed by the official company-creation guide. For a SAS or SASU (the one-person version of the SAS), the file contains two blocks. The business block holds the signed articles, the appointment of the director if that appointment is not in the articles, the proof of the registered-office address such as a lease or a domiciliation contract, the certificate of publication of the creation notice in a legal announcements outlet, and the original certificate of deposit of the funds issued by the bank. The people block concerns each individual director. The official guide to company registration formalities requires a copy of each individual director’s identity document and the original of the declaration of non-conviction and filiation, dated and signed by that director. That declaration sur l’honneur de non-condamnation et de filiation is a signed statement in which the future director states that they have not been convicted of the offences that would bar them from directing a company, and states their parentage. For a founder born abroad, this declaration sits next to the passport copy, and the greffe reads both together: the name, date and place of birth and nationality must match across the documents.

When the director is itself a foreign company — a British limited company, an American LLC or corporation, a Canadian corporation that will chair your French SAS — the requirements grow. The same official guide asks for a Kbis extract of the directing company dated less than three months earlier or, where that company is not registered in France, its Siren number or another document proving its existence, together with a French translation of its articles certified by its permanent representative in France, plus the identity document of that permanent representative and the original declaration of non-conviction and filiation signed by them. Three words matter here. Translated: the statutes must exist in French. Into French: English originals alone are not enough. Certified by its permanent representative: the representative of the foreign company in France vouches for the translation. Founders who upload the Delaware certificate of incorporation or the Companies House certificate of good standing in English, without a French version, receive the rejection that opens this article. The rule behind the list is set by the Commercial Code: for an individual founder, article R. 123-37 of the Commercial Code requires the applicant to state “Ses nom, nom d’usage, pseudonyme, prénoms et domicile personnel”, and for a company, article R. 123-53 of the Commercial Code details everything the company must declare about itself — “Sa raison sociale ou sa dénomination”, “Sa forme juridique”, “Le montant de son capital social”, “L’adresse de son siège social”, “Ses activités principales”, “Sa durée fixée par les statuts” — and article R. 123-166 of the Commercial Code provides that a joint order of the ministers of justice and industrial property sets “Les pièces à fournir à l’appui des demandes aux fins d’immatriculation, d’immatriculation secondaire, d’inscription modificative et de radiation ou de dépôt d’actes de sociétés”. The portal and the greffe apply that order. If you are still hesitating between vehicles, read our guide to choosing between a French SAS, SARL, branch or subsidiary from abroad before rebuilding your file, because the list of papers differs slightly between a company, whose directors file the declaration of non-conviction, and a branch, whose foreign parent must prove its own existence.

Two traps catch foreign founders at this stage. The first is the age of the papers. Registry extracts, criminal-record documents and civil-status certificates go stale: a company extract older than three months is routinely set aside, and a birth certificate issued years ago raises questions even when no text sets a fixed age limit for that specific paper. Order fresh originals from your home authorities before starting. The second trap is the mismatch between documents. A birth certificate that gives one spelling of your name, a passport that gives another, and a declaration of non-conviction that gives a third produce a rejection even if each paper is genuine. Align every name, date and place of birth across the whole file before uploading anything, and keep a dated copy of everything you send, because the portal’s requests for corrections arrive with short deadlines and refer to exact document titles.

B. Why a foreign public document with no stamp has no effect in France: civil-status proof, the Hague Convention and the court that annulled a decision for a missing apostille

French law starts from a welcoming principle. Article 47 of the Civil Code states that “Tout acte de l’état civil des Français et des étrangers fait en pays étranger et rédigé dans les formes usitées dans ce pays fait foi, sauf si d’autres actes ou pièces détenus, des données extérieures ou des éléments tirés de l’acte lui-même établissent, le cas échéant après toutes vérifications utiles, que cet acte est irrégulier, falsifié ou que les faits qui y sont déclarés ne correspondent pas à la réalité.” A birth certificate drawn up in the forms of your country is therefore presumed trustworthy. But that presumption concerns the content of the document, not the proof that the signature and seal on it are genuine. For that second question — is this really the signature of that registrar, that court clerk, that notary — France applies international custom and the treaties: a foreign public document must carry an authentication stamp before it can produce effects in France.

Between the States party to the Convention of The Hague of 5 October 1961 abolishing the requirement of legalisation for foreign public documents, that stamp is the apostille, issued by the competent authority of the State where the document originates. The Cour de cassation (the French supreme court for civil and criminal matters) enforces this strictly. In a decision of 13 June 2019, First Civil Chamber, appeal no. 18-50.055 (ECLI:FR:CCASS:2019:C100566), the Court recalled that “les actes publics qui ont été établis sur le territoire d’un Etat contractant et qui doivent être produits sur le territoire d’un autre Etat contractant, doivent être revêtus de l’apostille, délivrée par l’autorité compétente de l’Etat d’où émane le document”, and it quashed the appeal judgment because “cet acte, établi par l’autorité sud-africaine, n’était pas revêtu de l’apostille, de sorte qu’il ne pouvait produire effet en France”. The lesson for a founder is direct: a South African, Indian, American or Albanian birth certificate or company extract with no apostille cannot produce effects before a French authority, and the greffe that rejects it applies the same rule the supreme court applies to nationality certificates. The exception is narrow and written into the same decision: the apostille is required “sauf lorsque soit les lois, règlements ou usages en vigueur dans l’Etat où l’acte est produit, soit une entente entre deux ou plusieurs Etats contractants l’écartent, la simplifient ou dispensent l’acte de légalisation”. If no French law, no custom and no bilateral agreement removes the requirement for your document, the stamp is compulsory.

The greffe’s rejection letter often cites international custom rather than a single code article, and that confuses founders who search the Commercial Code in vain for the word apostille. The requirement comes from the combination described above: article 47 presumes the content of a foreign civil-status act but allows “toutes vérifications utiles”, the Hague Convention defines the only permitted verification stamp between contracting States, and the Cour de cassation treats the missing stamp as fatal. Understand this and the rest of the procedure becomes logical. You are not being asked to prove that your birth certificate says the truth; you are being asked to prove, through the stamp of your own country’s designated authority, that the signature and seal on it are real. Everything in Part II follows from that distinction: get the right stamp from the right authority, have the document translated by the right professional at the right moment, and file again with a chain the greffe can verify without leaving its desk.

II. Make your foreign papers accepted: the right stamp, the right translation, the clean refiling

A. Apostille, consular legalisation or European exemption: choose the channel that matches your country and build the chain in order

Start by identifying your country’s situation, because three different channels exist and choosing the wrong one wastes months. First channel: your country is party to the Hague Convention of 5 October 1961 — the United States, the United Kingdom, India, South Africa, Albania and more than one hundred others. You need an apostille from the competent authority of the State where the document originates: the Secretary of State or equivalent for American documents, the Foreign, Commonwealth and Development Office for British documents, the designated state or central authorities elsewhere. The Convention strictly limits what France may then demand. The Cour de cassation recalled in its decision of 7 October 2026, First Civil Chamber, appeal no. 25-50.005 (ECLI:FR:CCASS:2026:C100586), that “aux termes de l’article 3, alinéa 1er, de la Convention de La Haye du 5 octobre 1961 supprimant l’exigence de la légalisation des actes publics étrangers (la Convention de La Haye de 1961), la seule formalité qui puisse être exigée pour attester la véracité de la signature, la qualité en laquelle le signataire de l’acte a agi et, le cas échéant, l’identité du sceau ou timbre dont cet acte est revêtu, est l’apposition de l’apostille définie à l’article 4, délivrée par l’autorité compétente de l’Etat d’où émane le document”. The only formality means the only formality: once the correct apostille is on the document, the greffe cannot invent an additional authentication step.

That same October 2026 decision settles two practical disputes founders meet constantly. First, the language of the stamp. The Court notes that under article 4, paragraph 2 of the Convention, the apostille may be drawn up in the official language of the authority issuing it, and that the Practical Handbook on the operation of the Apostille Convention explains that a stamp written in another language than that of the destination State cannot be rejected on that ground, and that no further formality, translation of the stamp included, may be demanded. The translation duty therefore falls on the underlying public document, not on the square stamp itself: a birth certificate in Albanian accompanied by a French translation satisfies the requirement even if the apostille boxes are filled in English. Second, the attitude to doubt. The Convention defines no grounds on which the receiving State may reject an apostille, so the Handbook deduces that the apostille must in principle always be accepted unless it shows serious irregularity, adding that an authority entertaining doubts must take reasonable steps to resolve the problem, including contacting the issuing authority, before rejecting it. If a greffe questions your apostille, it should contact the issuing authority rather than reject outright — and you can help by supplying the online verification reference when your country keeps an electronic apostille register, as the Convention’s article 7 system of registers allows.

On that register point, a third decision protects you against excessive demands. In its decision of 13 May 2020, First Civil Chamber, appeal no. 19-11.374 (ECLI:FR:CCASS:2020:C100290), the Cour de cassation held that “Si l’article 7 de ce texte impose la tenue obligatoire d’un registre destiné à permettre un contrôle a posteriori des apostilles délivrées dans chaque Etat partie par l’autorité habilitée, la vérification qu’il autorise revêt un caractère facultatif et vise exclusivement à permettre à l’autorité de l’Etat destinataire de s’assurer, le cas échéant, de l’origine de l’apostille en prenant contact avec l’autorité de l’Etat qui est censée l’avoir émise.” Verification is therefore optional and has a single purpose: checking the origin of the stamp with the authority that supposedly issued it. Nobody may require you to run that verification yourself as a condition of filing, and nobody may reject your file merely because the receiving office did not feel like checking.

Second channel: your country is not party to the Hague Convention — Canada at federal level for many documents, the United Arab Emirates, most Middle Eastern and some African and Asian States. You need consular legalisation, which is a chain, not a stamp. The official service-public guide to legalising a foreign public act explains that legalisation certifies the genuineness of the signature on the document, the capacity in which the signatory acted, and where relevant the identity of the seal or stamp it bears. In practice the document must first be pre-legalised by the competent authority of the issuing State — a ministry of foreign affairs, a court office, a designated legalisation bureau — and only then legalised by the French ambassador or consul in that country. Each link costs time and money: the guide sets the consular fee at 30 euros for a French national registered abroad and 60 euros for other users, with possible country-specific tariffs. Start at the far end of the chain, in your home country, and never send the document to the French consulate before the local pre-legalisation is on it, or it will come back untouched.

Third channel: your document comes from a European Union Member State and belongs to the categories covered by Regulation (EU) 2016/1191 on public documents — birth, death, marriage, parenthood, adoption, residence, nationality and criminal-record certificates, among others. The same official guide states that certain public documents issued by a European Union country can be presented in France with no authentication step, giving the birth certificate as the example A German, Spanish, Italian or Polish birth certificate of the covered type needs neither apostille nor legalisation, and multilingual standard forms attached to the national document remove the translation need as well. Check the category carefully: a company registry extract is not a birth certificate, and anything outside the listed categories falls back to the apostille channel. When in doubt, the guide points to the summary table of treaty law on legalisation kept by the French Ministry for Europe and Foreign Affairs and to the French embassy or consulate in the document’s country of origin — use both before spending money on the wrong stamp.

B. Translate with the right professional at the right moment, refile cleanly through the portal, and protect the file against criminal risk

Translation is where founders lose the most time, because the order of operations is counter-intuitive. The official guide states the rule plainly: a public act written in a foreign language must come with a French translation made by an authorised translator, and that translation must be prepared before the legalisation steps begin. The chain is therefore: obtain the original, have it translated, then apostille or legalise, so that the stamp can cover the bundle the French authority will read. A translation commissioned after the apostille, stapled loosely to the file, invites the greffe to ask whether the stamp covers the translation at all. And the translator must be the right one. According to the official guide to finding an authorised translator, an authorised translator is a court-appointed expert entered on the lists kept by the courts of appeal and the Cour de cassation, found through the official expert search service or the consulate of the document’s country. A bilingual friend, a foreign sworn translator unknown to French courts, or a machine translation with your own certificate will not do. The translator stamps and signs, and their authority is what makes the French text trustworthy to the greffe.

With the chain rebuilt, refile through the single portal as a corrected, complete file rather than as a drip of isolated documents. Upload the fresh originals, the authorised French translations, and the apostilles or legalisation stamps in the same submission, with file names that mirror the portal’s document titles so the caseworker matches each paper to each requirement without guessing. Answer correction requests within their deadline — a file left hanging is closed, and you start again. For founders forming in Paris or elsewhere in the Paris region, two local facts help. First, the competent greffe is the registry of the commercial court of the place of the registered office, so a Paris address means the greffe of the Paris commercial court, one of the busiest in France: file early in the week, keep the request number, and expect TSE-style queues at peak creation periods. Second, Paris-area domiciliation companies and notaires handle foreign files daily and know which consulates answer fast; if your home country’s chain runs through a slow ministry, a Paris-based professional who files these bundles every week can save you a full round trip. None of this changes the law — the same Convention, the same code articles and the same court decisions apply in Paris, Lyon or Bordeaux — but local practice sets the speed.

Finally, treat the declaration of non-conviction and filiation with the seriousness of a court statement, because that is what it is. Signing that you have no disqualifying conviction when your home country’s record says otherwise is not a filing shortcut; it is a false statement in a document meant to establish a legal fact. Article 441-1 of the Criminal Code defines forgery as “toute altération frauduleuse de la vérité, de nature à causer un préjudice et accomplie par quelque moyen que ce soit, dans un écrit ou tout autre support d’expression de la pensée qui a pour objet ou qui peut avoir pour effet d’établir la preuve d’un droit ou d’un fait ayant des conséquences juridiques”, and punishes forgery and its use with “trois ans d’emprisonnement et de 45 000 euros d’amende”. If your record is unclear — an old conviction, a spent conviction under your home law, a military court entry you do not understand — obtain the extract, have it translated by the authorised translator, and disclose rather than hide: the greffe assesses disqualifications under French categories, and a disclosed old matter often blocks nothing, while a discovered lie destroys the file and exposes you personally. Keep every original, every translation, every stamp and every portal receipt for at least the life of the company plus the limitation periods, because banks, the tax office (the impots.gouv.fr administration) and social bodies such as the URSSAF (the network of unions for the collection of social security contributions, the body that collects employers’ social charges) will ask for the same identity chain again at the next step of your French business life.

Conclusion

A rejected filing is not a rejected project. The greffe applies a proof system built on three pillars: the Commercial Code lists the papers, the Hague Convention and consular custom define the stamp that makes foreign papers trustworthy, and the Cour de cassation punishes missing stamps while forbidding extra demands once the right stamp is there. Rebuild your file in the order French law expects — fresh originals with matching names, authorised French translation first, apostille or full consular chain second, clean refiling through the single portal — and the Kbis follows. Your capital is then released by the bank, your SIREN (the nine-digit company identifier) and SIRET (the fourteen-digit establishment identifier) activate, and your French company can hire, invoice with VAT (value added tax) and trade. Start the chain in your home country this week: the stamp you fetch today is the registration you hold next month.