For a foreign founder or an overseas group, French foreign investment control can become the hidden condition that determines whether a transaction, a capital injection or a new French subsidiary can actually move forward. The difficult question is rarely just whether the investor is non-French. It is whether the planned operation, the French target and the activity have been described precisely enough for the French Treasury to classify the file and start the applicable timetable. A registration extract, known as a Kbis, proves that a company is registered; it does not prove that a foreign investment authorization has been obtained.
This distinction matters even more after the 2026 extension of the rules for certain listed French companies. The relevant administration is the Directorate General of the Treasury, usually called DG Trésor. Its electronic Foreign Investment in France platform is commonly called Platform IEF, where IEF means investissements étrangers en France, or foreign investments in France. The practical objective is to create a file that is complete, internally consistent and capable of showing exactly when the administration received everything required. This guide explains who is covered, how the operation is identified, what evidence belongs in the file and why the ten-day notification route must not be confused with the thirty-day authorization phase.
I. When does a foreign investor need French Treasury authorization?
A. Which foreign founders, groups and control chains are covered?
French law does not limit foreign investment control to a person who intends to live in France. A non-resident individual, a foreign company, a French company controlled by a foreign person and a French national who is not tax-resident in France may all fall within the statutory definition of an investor. Article R. 151-1 of the Monetary and Financial Code expressly begins with the wording Lorsqu’il réalise un investissement mentionné à l’article R. 151-2, constitue un investisseur…
. The practical meaning is that the investor is identified by the operation and the relevant connection with France, not by the founder’s intention to relocate.
The four main categories are set out in Article R. 151-1 of the Monetary and Financial Code: a foreign national, a French national who is not domiciled in France for tax purposes, a legal entity governed by foreign law and a French legal entity controlled by one of those persons or entities. The same provision looks through a chain of control. If a French subsidiary is owned by a Dutch holding company, which is owned by a United States parent, the file should not stop at the immediate shareholder. It should show the whole chain and identify the person or body that ultimately controls the decision.
That control analysis is not the same as a simple review of the name appearing on the French company’s Kbis. The Kbis is the official extract from the commercial register, historically issued by the greffe, meaning the registry office attached to the commercial court. Since the business formalities reform, many filings are made through the National Business Formalities Portal operated by INPI, the National Institute of Industrial Property, and information is consolidated in the National Business Register, or RNE. Those registration tools are important, but they do not replace the foreign investment analysis.
For the control test, the file should also be read with Article L. 233-3 of the Commercial Code. The provision covers familiar cases such as holding a majority of voting rights, having the power to appoint or remove most governing bodies, controlling decisions through an agreement, or exercising decisive influence. It also addresses concerted action. A founder who holds 42% with a voting agreement may need a different analysis from a passive minority shareholder with no influence. A corporate chart that merely shows percentages without voting rights, agreements and board appointment rights is therefore weak evidence.
Foreign founders should prepare the control chain before signing a binding acquisition document or transferring funds. Include each legal entity’s certificate of incorporation or equivalent, registration number, registered office, directors, ownership percentages, voting rights, shareholder agreements and the identity of the ultimate beneficial owners. “Beneficial owner” is the English expression generally used for the natural person who ultimately owns or controls the structure. In France, the related declaration is often called the déclaration des bénéficiaires effectifs, or beneficial owners’ declaration. It is a separate corporate compliance step and is not, by itself, proof that a Platform IEF file is complete.
The Conseil d’État’s decision of 3 April 2020, no. 422580, is a useful warning for investment funds and layered structures. The decision is available on the official Légifrance record of Conseil d’État, 3 April 2020, no. 422580. It accepted that an application may identify the investment vehicle, its manager and the persons exercising ultimate control without requiring a list of every passive fund participant. The lesson for a foreign founder is practical: identify the controlling decision-makers and explain why the ownership structure gives them control. Concealing the chain behind an intermediary usually creates a completeness question rather than solving one.
There is also an important boundary. An individual moving to France, obtaining a residence permit or opening a personal bank account is a matter for a different immigration or personal tax analysis. A property purchase belongs to a property-law analysis. This article concerns the corporate operation: the creation, acquisition, control, branch opening or listed-shareholding operation connected with a French business. The appropriate French company law expertise page can be used to connect the investment-control issue with the company’s formation, governance and commercial documents.
B. Which operation and French activity trigger the filing?
The central statutory rule is Article L. 151-3 of the Monetary and Financial Code. It subjects certain foreign investments in an activity in France to prior authorization from the French Minister for the Economy. The provision covers an activity that participates in the exercise of public authority and activities in specified areas where public order, public security, national defence or essential interests may be affected. The decree below the statute identifies the activities and operations in greater detail.
The current operation categories appear in Article R. 151-2 of the Monetary and Financial Code. They include acquiring control of a French entity, acquiring all or part of a branch of activity, crossing the 25% voting-rights threshold in a French entity in the situations covered by the provision and, for a French company whose shares are admitted to trading on a regulated market, crossing the 10% voting-rights threshold. The exact route depends on the investor’s origin, the target’s status and the activity. A percentage alone is not enough to decide the result.
In 2026, Decree no. 2026-718 of 30 July 2026 extended the relevant listed-company rule to regulated markets outside the European Union in the circumstances specified by the text. The implementing Order of 30 July 2026 concerning foreign investments in France lists the markets and provides the related application rules. A foreign investor should therefore check the current version of the code and the implementing order rather than relying on an old summary that mentions only the French market or only a 25% threshold.
The expression “sensitive activity” also needs discipline. It does not mean every profitable, innovative or technology-driven business. The analysis focuses on the French activity actually carried on by the target or the new subsidiary: for example, an activity connected with defence, security, critical infrastructure, energy, health, communications, data or other protected interests depending on the current regulatory list. The file should describe the products, services, customers, assets, software, data, facilities and public-sector relationships that make up the French activity. A vague label such as “technology company” prevents the administration from testing the right category.
A newly incorporated subsidiary may have no Kbis, employees or turnover when the investor seeks a preliminary analysis. That does not automatically remove the issue. The relevant question may be the activity the subsidiary is intended to conduct and the operation through which the foreign investor will control it. Conversely, a foreign group can have a French branch or a commercial presence that is not the same as acquiring a sensitive French company. The legal form is part of the analysis, but it does not decide the analysis alone.
If the uncertainty concerns the activity rather than the transaction, use the preliminary-opinion route described in Article R. 151-4 of the Monetary and Financial Code. The text states: Lorsqu’il est saisi par une entité de droit français d’une demande d’avis aux fins de savoir si tout ou partie de l’activité de cette entité relève du I de l’article L. 151-3, le ministre chargé de l’économie répond dans un délai de deux mois.
This is an activity-classification opinion. It is not the same thing as authorization to complete a transaction. A founder should not treat a favourable answer on the activity as a substitute for a later authorization application when the operation itself is covered.
There is a separate notification route for a particular listed-company threshold. Article R. 151-5 says: La demande d’autorisation d’un investissement étranger est déposée par l’investisseur.
It then provides that an investor making the operation referred to in Article R. 151-2, 4°, can be exempt from filing a full authorization request by making a prior notification; absent opposition by the Minister, the exemption arises after ten working days from notification. That ten-day period belongs to this specific notification mechanism. It is not a general ten-day clearance for every foreign acquisition or every French company formation.
A foreign founder should create a short decision memo before preparing the Platform IEF file. The memo should answer five questions: who is the investor after looking through the control chain; what exactly is being acquired or created; which French legal entity or branch carries the activity; which sensitive activity description applies; and whether the operation uses full authorization or the special notification mechanism. If one answer is uncertain, record the uncertainty and obtain the relevant preliminary view instead of choosing the shortest timetable by assumption.
II. How do you make the dossier complete and start the legal deadline?
A. What documents must the Platform IEF dossier contain?
“Complete” is a legal and operational status, not a feeling that the application is long enough. The DG Trésor’s official Foreign Investment in France guidance explains that the authorization test combines three cumulative elements: the origin of the investor, the nature of the operation and the French activity. Its official dossier-composition page and the Order of 31 December 2019 supply the document logic. The platform may ask follow-up questions; a file can be substantively persuasive and still not be complete because a required document or answer is missing.
The first section should identify the investor and authority to act. For an individual, provide identity, nationality, address and contact details. For a foreign company, provide its legal name, legal form, registration number, jurisdiction, registered office, directors and constitutional documents. Add a board resolution, power of attorney or other evidence that the person submitting the application is authorised to bind the investor. If several entities are involved, explain which entity is the applicant and which entities are financing, acquiring or controlling the operation.
The second section should make the ownership and control chain readable without specialist knowledge. Use an organisation chart with percentages of capital and voting rights at every level. Mark intermediate holding companies, trusts, funds, shareholder agreements and concerted-action arrangements. Identify the ultimate beneficial owners and the persons who can appoint directors or direct strategic decisions. If a fund has many passive investors, distinguish passive participation from management and control. The R. 151-1 investor definition and the L. 233-3 control rules should be used as a checklist, not copied into the file without applying them to the facts.
The third section should identify the French target or future entity. Give the legal name, if already selected, its Kbis or RNE registration details, registered office, share capital, shareholders, directors and group relationship. For a new company, say clearly that incorporation is pending and supply the draft articles of association, draft shareholding table and proposed registered office. Explain whether the vehicle will be a Société par actions simplifiée, or SAS, a flexible French joint-stock company; a Société à responsabilité limitée, or SARL, a limited-liability company with a more regulated management structure; a branch; or another form. The foreign investment question still turns on the activity and operation, but the legal form helps the administration understand the governance and control mechanics.
The fourth section should describe the French activity in concrete terms. List products and services, premises, facilities, software, data sets, patents, licences, regulated authorisations, public contracts, strategic customers and subcontractors. State which part of the group will own the relevant assets and which entity will employ people or contract with customers. If the business will have no activity in France at the start, say so and explain the planned launch. If a French subsidiary will provide research, cloud, logistics, health, defence or communications services, identify those functions instead of hiding them under a general business-plan heading.
A useful test is whether an external reader could map each sentence in the business description to a line in the transaction documents and to a line in the corporate chart. If the application says that the French company will only provide marketing services, while the shareholders’ agreement gives it control over a sensitive database, the contradiction may generate a request for clarification. The purpose of detail is not to make the project look more sensitive. It is to make the classification accurate and prevent a late discovery after signing.
The fifth section should explain the operation and its timetable. Attach or describe the share-purchase agreement, subscription agreement, merger or contribution documents, draft investment agreement, term sheet and conditions precedent, depending on the stage. State the percentage acquired, voting rights, consideration, completion date, governance changes and any linked acquisition. Explain whether the transaction is conditional on authorization, whether funds are held in escrow and whether signing and completion are separated. A French company may be incorporated before completion in some structures, but that corporate step must not be used to pretend that a covered investment has already been cleared.
The sixth section should document funding. Identify the source of the purchase price or subscription money, the financing banks, shareholder loans, capital contributions and any public or state-linked financing. Provide a concise explanation of the economic rationale and the source-of-funds evidence requested by the platform. The Conseil d’État’s decision of 15 April 1996, no. 160550, available in the official Légifrance record, illustrates that the administration may examine the beneficiary’s conduct and the origin of funds when assessing a foreign investment. A founder should not wait for a question about funding before preparing this material.
The seventh section should address the European Union or European Economic Area position. A company incorporated in the European Union is not automatically outside the analysis if it is controlled through a non-EU chain. The official DG Trésor guidance explains that a non-EU entity in the control chain can trigger a notification to the relevant European network without creating an additional national delay. The file should therefore identify all controlling entities, their jurisdictions and the ownership route. Do not describe a Canadian or United States parent as a “European investor” merely because its immediate French or Luxembourg subsidiary is the applicant.
Finally, check the technical quality of every attachment. Use legible PDFs, consistent company names, matching dates and a clear translation strategy. Explain the status of each document where the document is not French. Preserve the submitted versions, file names and platform reference. Keep a chronology showing the first draft, submission, requests for information, responses and the notice that the dossier is complete. That chronology is valuable if the deadline is later disputed.
For a foreign founder, a practical pre-submission pack can be organised as follows:
- an investor identity and authority file;
- a control-chain chart with voting rights and ultimate beneficial owners;
- a French target or new-subsidiary file with Kbis, RNE or draft incorporation documents;
- a precise description of products, services, assets, data and sensitive activities in France;
- the transaction documents, percentage table, governance terms and completion timetable;
- funding and source-of-funds evidence; and
- a cover note listing every attachment and explaining any missing document, pending incorporation or translation.
This pack does not guarantee authorization. It makes it possible to see what the administration is being asked to decide. It also protects the founder from a common error: treating a company-formation file, a beneficial-owner filing or a Kbis as if it were an IEF authorization file.
B. What are the 10-day, 30-day and 45-day clocks, and what if the file is rejected?
The timetable begins with the legal route selected and the date on which the competent administration has the material required for that route. The first number to separate is ten working days. Under Article R. 151-5 of the Monetary and Financial Code, the investor crossing the listed-company threshold in Article R. 151-2, 4° may use the prior-notification mechanism. If the Minister does not oppose it, the exemption from a full authorization request arises after ten working days from notification. This is a narrow rule for the listed-company case. It is not the ordinary clearance period for buying control of a sensitive private French company or launching a controlled subsidiary in a protected activity.
For a full authorization application, the first phase is thirty working days. Article R. 151-6 provides that, within thirty working days from receipt of an authorization request, the Minister indicates that the operation is outside the authorization regime, authorizes it without conditions or proceeds to a further examination. The provision also states: En l’absence de réponse dans ce délai, la demande d’autorisation est réputée rejetée.
A silent rejection is not the same as an informal clearance. The applicant must preserve the evidence of receipt, identify the legal date and obtain advice on the next procedural action.
If a deeper examination is opened, the second phase can last up to forty-five working days under the same provision. The administration may authorize the operation with conditions intended to protect the relevant national interests. Article R. 151-8 begins: Les conditions mentionnées au II de l’article L. 151-3 visent principalement, dans le respect du principe de proportionnalité, à :
The conditions can concern the continuity of an activity, the protection of know-how, governance, information access, reporting, security measures or, in the statutory framework, the disposal of an investment. The conditions should be negotiated and operationalised, not accepted as a general promise that nobody has allocated to a responsible officer.
A file that remains marked as a draft, awaits missing documents or has not been acknowledged as complete creates a serious timing problem. The strongest evidence is a sequence of platform records: submission receipt, reference number, requests for additional information, responses, and the status showing that the administration has the complete material. Ask the platform or the administration to clarify the missing item in writing. Do not count calendar days when the text uses working days, and do not assume that the day of submission has the same treatment as the first full working day. The transaction timetable should contain a legal-date column maintained with the counsel handling the filing.
The preliminary activity opinion has its own two-month timeframe under R. 151-4. That period answers whether all or part of the activity falls within Article L. 151-3. It does not replace the thirty-day first phase of an authorization request. The ten-day notification route, the two-month activity opinion and the thirty-plus-forty-five-day authorization route are three different procedural events. Put them in separate rows in the deal calendar and name the document that starts each one.
Recent developments also show why the date of the law matters. A foreign investor buying 10% or more of a sensitive French listed company may now need to check the regulated-market extension introduced by Decree no. 2026-718 and the market list in the 30 July 2026 implementing order. The official government announcement describes the policy as lowering the threshold from 25% to 10% for the covered listed-company situation and extending the rule to certain regulated markets outside France. Always read the effective-date provisions and the current consolidated code for the date of the transaction.
If the administration proposes conditions, compare them with the actual governance and financing documents. A condition that limits access to sensitive data may require a data-segregation protocol, board rules, personnel restrictions and audit rights. A condition affecting a director appointment may require an amendment to the shareholders’ agreement. If the investor cannot comply, the administration may refuse authorization. Article R. 151-10 provides that the Minister refuses by a reasoned decision when conditions are not sufficient to protect the national interests. The provision starts with: Le ministre chargé de l’économie refuse, par décision motivée, l’autorisation d’investissement demandée
.
The refusal or a deemed rejection should be analysed quickly. Review the legal basis, the activity description, the ownership chain, the information supplied about the investor, the proposed safeguards and any undisclosed change in the transaction. A corrected file may be possible in some circumstances, but a new application or a judicial challenge may be required. The Conseil d’État decision of 23 October 1981, no. 23994, published in the official collection and available on Légifrance, confirms the importance of analysing the real economic operation, including the extension of an activity, rather than relying only on the label chosen by the parties. The Conseil d’État decision of 15 April 1996, no. 160550, cited above, also shows why the administration’s assessment may include the conduct of the beneficiary and the origin of the investment funds.
Do not complete a covered operation on the theory that a French registration step has made the authorization issue disappear. Under Article L. 151-3-1 of the Monetary and Financial Code, when an investment has been made without prior authorization, the Minister can order the investor to file an application, restore the prior situation or modify the investment, and can take protective measures. The text opens with: I.-Si un investissement étranger a été réalisé sans autorisation préalable, le ministre chargé de l’économie prend une ou plusieurs des mesures suivantes :
These are real enforcement powers, not a request to regularise an administrative typo.
The financial exposure can be material. Article L. 151-3-2 of the Monetary and Financial Code provides for a penalty that can be calculated by reference to double the irregular investment, 10% of the target’s annual pre-tax turnover or statutory maximum amounts of five million euros for a legal entity and one million euros for an individual, subject to the statutory calculation and proportionality rules. The transaction documents should therefore contain a condition precedent tied to the correct authorization or exemption, a prohibition on completion before the relevant clearance, and a responsibility matrix for compliance with any conditions.
There is also a civil-law risk in the contract itself. Article L. 151-4 of the Monetary and Financial Code states: Est nul tout engagement, convention ou clause contractuelle
that directly or indirectly realises a covered foreign investment without the required authorization. The exact scope must be assessed with the transaction documents and the facts, but the message is clear: a closing mechanism should not be drafted as if authorization were a minor filing after completion.
The most defensible workflow is therefore sequential:
- classify the investor, control chain, operation and French activity;
- choose between a preliminary activity opinion, the special listed-company notification and the full authorization route;
- submit a coherent file with evidence of authority, ownership, activity, funding and transaction terms;
- record the platform reference and completeness status, then calculate the legal deadline in working days; and
- make completion conditional on the written outcome and implementable safeguards.
For a foreign founder setting up a French company, the point is not to make the file unnecessarily elaborate. The point is to remove the questions that prevent the administration from starting its review. An English-language business plan can be useful, but it should be accompanied by a precise French legal-entity map, an activity description and the documents required by the applicable form. A Kbis, an INPI filing, a bank transfer or a board appointment may be necessary for the broader company project; none should be presented as the foreign investment clearance unless the relevant legal procedure has actually produced that result.
Conclusion
Foreign investment control in France is best managed as a transaction workstream with its own owner, evidence folder and deadline calendar. First, identify the real investor after tracing control and voting rights. Second, describe the French activity and the operation with enough precision to select the correct route. Third, make the dossier complete in Platform IEF and preserve the receipt and status history. Only then can the ten-day notification mechanism, the thirty-day first authorization phase or the forty-five-day deeper examination be placed safely in the deal timetable.
The 2026 listed-company changes make an old threshold-based checklist unreliable, while the enforcement provisions make completion before clearance risky. A foreign founder should also distinguish a preliminary opinion on whether an activity is sensitive from an authorization to complete an investment. The legal form—SAS, SARL, branch or subsidiary—helps explain governance, but the decisive questions remain the investor, the operation and the French activity.
Need a quick opinion on your case
Our firm can arrange a telephone consultation within 48 hours with a lawyer from the firm.
We can review the investor chain, the French activity, the transaction timetable and the documents needed for a practical filing.
+33 6 46 60 58 22 — Maître Reda Kohen