A foreign founder may need to invoice a French customer while the company registration is still being processed. The practical difficulty is that the commercial project may already be ready to deliver, while the Kbis has not yet appeared. The Kbis is the official extract identifying an entity registered with the French commercial and companies register, the registre du commerce et des sociétés (RCS). It is evidence of registration, not the event that creates the company’s legal personality.
The short answer is therefore conditional: a company in the process of being registered can issue an invoice, but the document must identify the company in formation correctly, must not invent a SIREN or SIRET number, and must preserve the chain that allows the company to take over the underlying commitment after registration. SIREN means the nine-digit identifier of the legal entity; SIRET means the fourteen-digit identifier of an establishment. A foreign founder who invoices personally, uses a future number as if it were already assigned, or presents the company as fully registered can create liability, accounting and VAT problems.
This article separates the legal capacity to act from the invoice mechanics. It explains what to put on the invoice, how to document a pre-registration transaction, what changes after registration, and how a foreign founder can protect the customer’s payment and VAT position. The analysis applies to a French SAS, a société par actions simplifiée, and to a SARL, a société à responsabilité limitée, subject to the rules applicable to the chosen form and the actual transaction.
I. Can a French company invoice while its Kbis is still pending?
A. The company exists as a project before registration, but acquires legal personality on registration
The first distinction is between the company contract, the business activity and the legal person. The founders may have signed the articles of association, deposited capital, appointed the president or manager, leased premises, ordered equipment and negotiated a customer contract. Those steps show that the company is being formed. They do not, by themselves, give the company the legal personality of a registered French company.
Article 1842 of the French Civil Code states that companies covered by the provision “jouissent de la personnalité morale à compter de leur immatriculation”. In English, the legal person begins to enjoy legal personality from registration. Article L. 210-6 of the French Commercial Code expresses the same rule for commercial companies: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” The date to monitor is the effective registration date, not the date on which the Kbis PDF is downloaded or mailed.
That rule does not mean that the project must remain commercially inactive until the Kbis is received. French company law anticipates a formation period during which people act for the future company. Article 1843 of the Civil Code provides that “Les personnes qui ont agi au nom d’une société en formation” remain liable for the obligations created before registration, while the regularly registered company may take over those commitments. The result is a bridge: the transaction can be prepared and performed, but the founder or other signatory carries the interim risk until a valid takeover occurs.
For a foreign founder, this distinction matters because a client, bank, platform or public purchaser may ask for a Kbis as a compliance document. The absence of a Kbis can justify a request for additional evidence, but it does not automatically prove that no invoice can be issued. The customer should receive a transparent explanation that registration is pending, together with the filing evidence, the expected legal form, the registered office address and the precise identity of the person signing for the company in formation.
The Kbis itself should not be confused with the RNE, the Registre national des entreprises, which is the national register operated by the French National Institute of Industrial Property, or INPI. The INPI explanation of the Guichet unique and the RNE confirms that the single business-formality portal feeds the RNE and that the register is updated on the basis of declarations controlled by the competent bodies, including INSEE, the commercial court registries and the tax authorities. A founder can therefore be in a real registration process even though the final RCS extract is not yet available.
There are three dates to record in the file. First, the date on which the act or service contract is signed. Second, the date on which the service is delivered or the goods are supplied, because that date influences the invoice obligation and VAT analysis. Third, the date on which the company is registered. A fourth date may be the date on which the Kbis is downloaded. The fourth date is evidential and practical; it does not replace the third date.
The legal characterization of the document also matters. A quote, purchase order, deposit request or pro forma invoice is not identical to a final invoice. A foreign customer may accept a payment request while the French registration is pending, but the accounting records must state what the document is. Calling a pro forma document an invoice can create confusion about VAT exigibility, payment terms and the date of supply. Conversely, postponing a proper invoice after a completed service can create a separate invoicing breach.
French commercial law starts from the existence of a billing obligation. Article L. 441-9 of the Commercial Code states that “Tout achat de produits ou toute prestation de service pour une activité professionnelle fait l’objet d’une facturation.” The rule is not suspended simply because a founder is waiting for an administrative extract. The question becomes how the invoice identifies the person or entity responsible, and whether the transaction is made for the company in formation or by the founder in another capacity.
The safest operational answer is thus: yes, invoice when the transaction requires an invoice, but issue it in the name of the intended French company followed by an express formation-status indication, and preserve a valid mechanism for takeover. If the customer’s procurement rules require a Kbis before payment, the commercial solution may be to use a deposit, a contract conditional on registration, or a temporary invoice arrangement reviewed by counsel. That is a contractual constraint, not automatically a rule that the invoice is void.
B. The invoice must identify the company in formation and the person who bears interim liability
The invoice should not be written as though the company already had an assigned registration number. Do not create a plausible-looking SIREN, SIRET or French VAT number. Numbers are not placeholders that can be guessed. A false number can misdirect the customer’s verification, disrupt VAT reporting and make a later correction look like an attempt to conceal the true status of the supplier.
Use the proposed corporate name, the intended legal form, the registered-office address or proposed registered-office address, the words “company in formation” in English and, where the French wording is useful for a French recipient, “société en formation”. State that the company is being registered through the Guichet unique. Identify the founder or authorised signatory and make the legal relationship explicit. A practical line can read: “Issued for [proposed company name], SAS in formation, acting through [signatory], registration pending.” The document should also state “SIRET en cours d’attribution” where appropriate, rather than inserting a number that has not been assigned.
This wording is consistent with the current Service Public Entreprendre guidance on mandatory invoice information. It says that, where the enterprise is being registered, the invoice must be made out to the company with the wording “Siret en cours d’attribution”, rather than to the creator, otherwise the customer’s VAT deduction may be rejected. The English explanation is straightforward: the intended company is the commercial supplier shown on the document, but the document tells the reader that the establishment identifier is not yet allocated.
The signatory should not write “the company, represented by its president” if the company has not yet been registered and the appointment has not become effective in relation to a legal person. A safer signature block identifies the individual and the capacity in which the individual acts: “[Name], acting on behalf of [proposed company name], a company in formation.” The contract and invoice should use the same formulation. Inconsistency between a contract signed personally, an invoice signed by a company and a purchase order addressed to a third entity is one of the clearest ways to create a dispute.
Pre-registration acts should be placed in the formation file. The file should contain the signed order or contract, a short description of the business purpose, the incorporation documents, the filing receipt, the customer’s acceptance, delivery evidence, the invoice, proof of payment and the post-registration takeover decision. If the founder paid a supplier personally, keep the payment proof and record whether the company will reimburse the founder as a formation expense. If the customer paid the founder rather than the company, record the reason and the accounting treatment; do not silently re-label a personal receipt as a corporate receipt.
The takeover mechanism is different from a mere promise to ratify. Article R. 210-5 of the Commercial Code applies to a SARL and provides that the list of acts performed for the company in formation is presented before the articles are signed. “Cet état est annexé aux statuts”, and the signature of the articles can trigger takeover once the company is registered. The same article also allows a sufficiently precise mandate in the articles or a separate act.
For a SAS, Article R. 210-6 of the Commercial Code provides a similar route. The list of acts is made available to the shareholders and can be annexed to the articles; the mandate must identify the commitments and their conditions. The provision says that registration “emporte reprise de ces engagements par la société” when the statutory conditions are met. A foreign founder should therefore prepare a schedule of pre-registration acts with the counterparty, date, amount, purpose, signatory and expected accounting treatment.
These formal routes are especially useful for recurring invoices. A founder who expects to invoice several customers before registration should not create each document in isolation. The formation documents can list the relevant contracts or authorise a defined category of engagement, with ceilings and a clear business purpose. An overly broad authorisation is harder to explain to a customer, a bank, an auditor or the tax administration than a precise schedule.
The wording of the underlying contract remains critical. In Commercial Chamber decision no. 22-12.865 of 29 November 2023, published in the Bulletin, the Cour de cassation examined acts entered into “au nom” or “pour le compte” of a company in formation. It held that, even where the document lacks an express formula, the judge may examine the intrinsic and extrinsic circumstances to determine the parties’ common intention. This is a useful safety net, not a drafting strategy. The same decision explains that the signatory may remain personally bound where the company does not take over the commitment.
The practical drafting rule is therefore stronger than the minimum litigation rule. Put “on behalf of” or “for the account of” the company in formation directly on the contract, purchase order and invoice. Add the proposed legal form and the registration-pending statement. If a foreign parent or overseas founder is funding the French project, state whether the parent is only financing the start-up costs, is a contractual party, or is acting as guarantor. Those roles are legally different and should not be collapsed into one generic “group” label.
II. What should a foreign founder put on the invoice before and after registration?
A. The invoice needs complete corporate, commercial and VAT information even before the Kbis arrives
An invoice issued during the registration period should be prepared to survive three reviews: the customer’s supplier-onboarding review, the French accounting and tax review, and a later dispute over who delivered the service. The absence of a Kbis does not excuse missing information that can already be supplied. Use the intended company name, legal form, capital information if already fixed, address, signatory identity and the formation status. Distinguish the billing address from the registered office if they differ.
The invoice sequence must be controlled. Use a unique chronological invoice number that can be reconciled with later invoices. Do not restart the sequence at registration unless the accounting system has documented why. The invoice date, service or delivery date, payment due date, bank details, currency and late-payment terms should be clear. For a foreign customer, indicate the governing currency and whether the customer is paying a deposit, an instalment or the balance. The description should identify the service or goods sufficiently for the customer and tax administration to understand what was delivered.
The seller block can follow a compact format:
- [Proposed French company name], [SAS or SARL] in formation;
- proposed registered office and operational contact address;
- “SIRET en cours d’attribution” and, if already known, the assigned SIREN;
- “French VAT number pending” only where that is factually accurate and the tax position has been checked;
- the individual signatory, acting on behalf of the company in formation;
- the registration date once known, followed by a corrected or replacement invoice if the original document needs updating.
Do not describe a company as “registered with the RCS of Paris” before that registration exists. If the filing has been submitted but not accepted, say “registration application submitted through the Guichet unique; RCS registration pending.” If the company is already registered but the Kbis has not been downloaded, remove the formation wording, use the assigned SIREN and SIRET, state the RCS city, and provide the Kbis or RNE extract when the customer requests it. The legal status changes on registration even if the administration has not yet delivered the PDF.
French identifier rules explain why SIREN and SIRET must not be confused. Article R. 123-221 of the Commercial Code states that the legal-unit identifier is a sequence of nine digits and that an establishment identifier adds five digits. The SIRET is therefore not a substitute name for a Kbis. It identifies an establishment; the Kbis is a register extract that displays several corporate details. A customer may ask for both a number and an extract because each answers a different verification question.
Once a number exists, the invoice should reflect the statutory identification requirements. Article R. 123-237 of the Commercial Code concerns the information placed on invoices and commercial documents, including the unique identification number, the RCS and the city of the registered office. The rule also contains a penalty provision. Before registration, the founder cannot satisfy a requirement by inventing information; after registration, the founder should not continue to omit information merely because the Kbis file has not been circulated internally.
VAT requires a separate decision. A French company can be liable for VAT from the moment the relevant taxable transaction occurs, but the invoice must use the correct regime. A company in the franchise regime may have to include the statutory wording for the absence of VAT collection. A company making taxable transactions may need a VAT identification number and may need to issue a VAT invoice. A foreign founder should obtain the tax position from the competent Service des impôts des entreprises, or SIE, and keep the written answer or filing record.
Article 286 of the French General Tax Code requires a declaration within fifteen days of the commencement of operations and requires information about the professional activity. The official impots.gouv.fr guide for new businesses explains that the Guichet des formalités handles the creation declaration, that INSEE delivers the SIRET used in dealings with administrations, and that the SIE may assign a French intra-Community VAT number for cross-border operations. The founder should therefore track both the registration filing and the tax registration rather than assuming that one automatically supplies every number on the same day.
When the transaction is subject to VAT, Article 289 of the General Tax Code provides that “La facture est, en principe, émise dès la réalisation de la livraison ou de la prestation de services.” The provision also requires a duplicate to be preserved and protects the authenticity, integrity and readability of the invoice. It is a reason to use a proper invoice with a controlled date, not to postpone every document until the Kbis arrives.
However, the date of issue must not be manipulated to make an unregistered company look registered. If a service was delivered before the registration date, record that date. If the service was delivered after registration but the Kbis arrived later, the invoice can refer to the registered company and its assigned identifiers, with the Kbis supplied as evidence. If an advance was received before delivery, label it as an advance invoice or deposit according to the applicable tax regime, then issue the final invoice at the correct stage.
For an international customer, include the customer’s exact legal name, registered address, country and VAT number where relevant. Check whether the customer expects reverse-charge wording, an export document, a proof of transport or a tax representative. A customer’s country does not, by itself, decide the French VAT treatment. The place of supply, type of service, customer status, evidence and applicable exemption or reverse-charge rule must be reviewed together.
Language is not a substitute for legal content. An invoice can be written in English for a foreign business customer, but the French tax authority may request a translation during a review. Service Public’s invoice checklist covers the date, unique number, parties, service description, price, VAT rate or exemption and payment terms. Use English explanations next to the legally meaningful French status wording when the customer is unfamiliar with French registration practice.
Before sending the document, run a short internal checklist:
- Has the customer contracted with the proposed French company, the founder personally or a foreign parent?
- Does the invoice say “company in formation” and show the correct signatory capacity?
- Is every SIREN, SIRET and VAT number either officially assigned or expressly marked as pending?
- Do the dates match the contract, delivery evidence, payment receipt and registration status?
- Is the VAT treatment supported by the business facts and the applicable tax regime?
- Is the act listed in the formation schedule or covered by a sufficiently precise mandate?
- Can the customer explain to its own auditor why the invoice is payable before the Kbis is available?
That checklist turns an administrative delay into a documented interim phase. It does not remove the need to correct the invoice once registration and tax identifiers are confirmed.
B. Registration, takeover and correction determine whether the invoice remains usable
After registration, download the first RCS extract or Kbis, check the RNE information and compare every corporate field with the invoices already issued. Confirm the legal name, legal form, registered office, RCS city, SIREN, SIRET, president or manager and VAT position. The Kbis is useful because it gives the customer a standard document, but the legal review should also verify the underlying registration entry and tax data.
The company should then take over the pre-registration acts through the mechanism prepared during formation. For a SARL, verify the schedule annexed to the articles and any mandate. For a SAS, verify the schedule available to the shareholders, the annexed list and any separate mandate. If the formation documents did not contain the act, the shareholders or associates should adopt a clear post-registration decision identifying the commitment, its amount, the counterparty and the date. The accounting entry, supplier ledger and customer ledger should all use the same decision.
Commercial Chamber decision no. 12-26.158 of 13 November 2013 shows why the words and sequence matter. The dispute involved an architecture contract and an unpaid invoice. The contract said that the company was “en cours d’enregistrement”, and the company later acted to recover an invoice after registration. The Cour de cassation nevertheless held that the lower court had not established that a person had acted on behalf of the company in formation rather than the company itself before registration; the decision was a partial cassation. The lesson is not that an invoice is impossible. The lesson is that a status phrase on its own cannot repair a contract that names the wrong legal party.
Commercial Chamber decision no. 15-26.491 of 13 September 2017 provides the opposite warning. The case concerned contracts that identified companies in formation as parties before registration. The judgment records the distinction between an act accomplished “pour le compte de la société en formation” and an act in which the company itself appears as contracting party before it has legal personality. The appeal was rejected after the remittal proceedings, and the recorded reasoning illustrates that the formation period does not automatically validate every document signed during it.
These decisions should guide correction choices. If the initial invoice correctly identified the company in formation, the service, amount and tax treatment are correct, and the company has taken over the commitment, a supplementary information notice may be sufficient for the customer. If the seller name, VAT number, tax treatment or legal party is wrong, issue a credit note and a replacement invoice with a new number and a reference to the original. Do not overwrite the original invoice in the accounting archive.
A corrected invoice should explain what changed without creating a new commercial transaction. Use language such as “Correction of seller identification following registration on [date]” and refer to the original invoice number. Preserve the original document, the credit note, the replacement invoice and proof that the customer received the correction. If VAT was wrongly charged, not charged or shown under the wrong number, obtain accounting and tax advice before sending the replacement because the correction may affect both sides’ VAT returns.
Where the filing is rejected or delayed, do not continue invoicing as though registration were certain. Read the rejection reason, correct the formalities through the Guichet unique and update customers with a realistic status. The official business-formalities guidance on supporting documents is a useful starting point for checking identity documents, registered-office evidence, powers of attorney and translations. A foreign founder should also anticipate that an official translation, apostille or proof of authority may be requested for an overseas director or corporate shareholder.
If the registrar or competent authority has failed to process a complete filing, the legal route is not to fabricate a Kbis. Article L. 210-7 of the Commercial Code permits an interested person to seek judicial regularisation where required constitutional information is missing or a formation step was omitted or irregularly completed; the text refers to an order “sous astreinte”. That remedy is exceptional and fact-specific. It does not replace the ordinary correction of an incomplete Guichet unique filing.
A customer may also ask for a personal guarantee from the founder or a guarantee from the foreign parent. Such a guarantee can address the interim liability created by a pre-registration act, but it must be written separately from the invoice and must state its amount, duration and trigger. A guarantee does not turn the founder into the French company, and the invoice should still identify the intended company in formation accurately.
Payment collection requires the same discipline. If the customer refuses payment solely because the Kbis is unavailable, send the filing receipt, the formation documents relevant to the act, the invoice wording, the registration date if known and the takeover decision. If the customer alleges that no service was supplied or that the wrong party invoiced, assemble the delivery evidence and contract chain. If the invoice is materially defective, correct it before threatening proceedings. In a cross-border dispute, check jurisdiction, governing law, service of process and the customer’s insolvency position before selecting a recovery route.
Do not overlook post-registration compliance. The company’s SIE may request information about the commencement of operations, and URSSAF, the organisation collecting French social-security contributions, may receive declarations connected with employees or directors. The company may also need to register for VAT, maintain accounting records, issue compliant credit notes and include the new identifiers on contracts, invoices, website legal notices and bank records. A Kbis is one milestone in the legal calendar, not the end of the formation work.
The company should also decide what to do with quotes and invoices that were prepared but not yet sent. Update the seller block when registration occurs. Do not send a pre-registration template after the company has become a legal person simply because the old template is convenient. Conversely, do not retroactively insert the registration number into a document issued before registration without preserving the original version and recording the date of the change.
For a foreign founder who works with a French accountant, give the accountant a single chronological register containing: the filing receipt; incorporation documents; contracts; acts schedule; mandates; invoices; VAT evidence; payment records; registration date; Kbis or RNE extract; takeover decision; and corrections. The register should label every document as “before registration”, “registered but Kbis pending” or “after registration”. This simple classification prevents the common mistake of treating receipt of the Kbis as the only legal event.
A company formation project may also have a foreign parent invoicing French customers temporarily. That is a separate question. The parent’s invoice must be issued by the parent, under the tax rules applicable to the parent and the place of supply. It should not use the future French subsidiary’s name or pretend that a French establishment already exists. If the French company in formation is the intended supplier, keep the parent’s financing and the subsidiary’s customer transaction separate, with an intercompany agreement if the parent provides services or guarantees costs.
The same distinction applies to an individual founder who is already operating a separate business. If that person has an existing sole-trader status, the personal business may have its own right and obligation to invoice. But that invoice is not a French company invoice and should not be used to make the customer believe it has contracted with the future SAS or SARL. The founder should choose one contracting party before work begins and document any later transfer or takeover rather than trying to change the identity silently.
Finally, remember that a Kbis request may be commercially reasonable even when it is not the legal condition for issuing the invoice. Banks, regulated customers and large procurement departments often use the Kbis to check beneficial ownership, directors, address and insolvency notices. Offer an alternative evidence pack while registration is pending, but respect the customer’s right to suspend onboarding under its own risk policy. The solution may be an advance payment after verification, a conditional purchase order, a personal or parent guarantee, or a later invoice after registration. Each solution should be reflected in the contract and accounting records.
Conclusion
A French company can invoice before the Kbis is received when it is genuinely in the process of registration and the transaction is documented as an act for the company in formation. The invoice should use the intended company name, identify the SAS or SARL status, state that registration and the SIRET are pending, identify the individual signatory, use no invented number, and apply the correct VAT treatment. The contract and the formation documents should create a clear route for takeover after registration.
The Kbis is not the source of legal personality: registration is. Once registration occurs, update the seller information, confirm SIREN, SIRET, RCS and VAT data, adopt or verify the takeover of pre-registration commitments, and correct invoices that contain material errors. The decisions in cases no. 22-12.865, 12-26.158 and 15-26.491 show why the difference between acting “on behalf of” a company in formation and signing as though the unregistered company already existed must be visible in the documents.
For a foreign founder, the best protection is a short, consistent documentary chain that a customer, accountant, bank or court can understand without guessing. It should connect the filing, the contract, the delivery, the invoice, the tax position, the payment and the post-registration takeover. If you are preparing a French incorporation or have already invoiced while registration is pending, you can also review the firm’s French company-formation legal hub and the related guidance on French VAT registration for foreign companies.
Need a quick opinion on your case
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Call +33 6 46 60 58 22 to speak with Maître Reda Kohen, or use the contact form for the firm.