A foreign company that begins operating from a permanent French site must identify the correct French registration before it signs contracts, hires staff or presents the address to customers. The difficult question is often not how to click through the INPI portal, but whether the site is a liaison office, a branch, a first French establishment, a secondary establishment or a complementary establishment. That classification determines the register entry, the territorial filing route, the documents to prepare and the date by which the filing must be made. This guide focuses on a foreign company that already has, or is about to create, a French establishment and now wants to register an additional permanent site. It explains the distinction between the French Commercial and Companies Register (RCS) and the National Register of Enterprises (RNE), the meaning of a Kbis extract, the one-month filing window, the foreign-parent documents that are commonly needed, and the practical steps after a rejection. The central warning is simple: a company that has never had a French establishment is not yet filing a secondary establishment. Its first French site has a different legal and documentary route. For the wider framework of doing business in France, see the firm’s French business law resource for foreign founders.

I. When is a French site a secondary establishment of a foreign company?

A. What does “permanent, distinct and empowered to bind the company” mean?

The starting point is the French legal definition, not the label used in the group’s internal organisation chart. Article R. 123-40 of the French Commercial Code describes a secondary establishment as “tout établissement permanent, distinct du siège social ou de l’établissement principal”. In English, the site must be permanent, separate from the company’s registered office or principal establishment, and sufficiently connected to the person or organisation that can conduct the company’s legal relations with third parties. The same provision also refers to a site directed by the person required to register, an employee acting for that person, or someone with authority to bind the company. Read the official text of Article R. 123-40 of the Commercial Code.

“Permanent” does not necessarily mean that the company owns the premises or has signed a long commercial lease. A shop, warehouse, workshop, laboratory, local sales office or staffed project office can qualify even when the premises are rented. Conversely, a registered mailing address does not by itself prove that a secondary establishment exists. The real questions are what happens at the address, who works there, whether customers or suppliers deal with the site, whether stock or equipment is kept there, and whether the site participates in the company’s French activity.

The assessment is functional. A Paris address used only to receive mail may be a domiciliation arrangement. A Lyon address where the foreign company stores goods, receives customers, negotiates orders and employs a local team has a much stronger profile of an establishment. A French address printed on invoices, a local telephone line, an employee’s regular work location, a local sign, a lease describing commercial activity and repeated dealings with French customers are all evidence that should be analysed together. None of those facts alone replaces the legal test, but leaving them unexplained creates a poor filing record.

The authority to bind the company also matters. A local person may be called a country manager, operations lead, representative or branch manager in English. The title is less important than the actual mandate. Does that person sign contracts? Can that person accept orders, hire suppliers, open a bank relationship, negotiate with customers or commit the foreign company within a defined limit? A site that is operationally autonomous but described in the filing as a mere postal address can generate an inconsistency between the registration and the evidence used by tax, labour or commercial authorities.

The word “distinct” normally points to a physically or operationally identifiable site separate from the registered office or principal French site. A second floor within one building may still be part of the same establishment if it is not independently operated. Two addresses in the same city may be separate establishments if each has its own activity, manager, equipment or customer-facing function. The correct description should follow the facts, not an attempt to avoid a second SIRET number.

The French administrative vocabulary can make this harder for an English-speaking founder. An établissement is an establishment or operating site. The siège social is the registered office of the legal entity. The établissement principal is the principal operating establishment. A greffe is the registry office attached to the competent court. The ressort is that court’s territorial jurisdiction. A Kbis is the official extract from the RCS showing the registered commercial information of a company or establishment; it is not a licence to conduct every regulated activity.

The RCS is the Commercial and Companies Register, maintained through the relevant court registry. The RNE is the National Register of Enterprises, which brings together enterprise registration information for businesses operating in France. Since the creation of the one-stop filing route, the applicant normally enters the information through the Guichet unique, meaning the single online formalities portal, rather than sending separate creation forms to every administration. The INPI explanation of the RNE describes how the National Industrial Property Institute, or INPI, operates the register and receives formalities through the unified system.

The RNE entry and the RCS entry are related but should not be confused. A commercial foreign company with a French establishment can be subject to RCS registration under Article L. 123-1 of the Commercial Code. That provision expressly includes “Les sociétés commerciales dont le siège est situé hors d’un département français et qui ont un établissement dans l’un de ces départements”. The official provision is available in Article L. 123-1 of the Commercial Code. The resulting public documents may include an RNE record, an RCS registration and a Kbis extract. The document a bank, landlord or contracting partner asks for should be identified precisely before the filing is planned.

The company identifier also changes at establishment level. The SIREN is the nine-digit identifier of the enterprise or legal entity. The SIRET is the fourteen-digit identifier of a particular establishment, combining the SIREN with a five-digit establishment code. A new French site normally needs its own SIRET even though it remains part of the same foreign legal entity. The APE code is the principal activity carried out code assigned by the French statistics administration; NAF is the French activity classification from which that code is drawn. The activity description filed for the establishment should be accurate enough for the authorities to assign the right classification.

A useful internal test is to prepare a one-page factual map before selecting the filing label. List the French addresses, the contracts signed from each address, the people working at each site, the site’s opening date, the equipment or stock located there, the person authorised to represent the company, and the number of the existing French registration. If the map shows an operational site, the filing should explain it as such. If it shows only passive address services, the company should test whether the arrangement is genuinely a domiciliation or liaison-office solution instead.

The distinction also affects later proof. A company may tell a lender that it has a French “branch” while telling the RNE that it has only a representative office. It may describe a warehouse as “temporary” while keeping employees and stock there continuously. These contradictions can delay the Kbis, prompt questions from the greffe or create problems in a lease, tax or employment audit. A coherent description in English for the group and in French for the filing is part of the legal preparation.

B. Is it a secondary establishment, a first French establishment, a branch, or only a liaison office?

The first question for a foreign founder is whether the company already has a French establishment at all. If it does not, the first French site is not a secondary establishment. It is the company’s first French establishment. That first registration can concern an agency, branch or representation, depending on the activity, but it has an additional foreign-parent filing requirement. Article R. 123-112 of the Commercial Code requires a foreign-headquartered commercial company opening its first French establishment to file a copy of its statutes with the greffe at the time of the registration request. The provision states that this must be done “au plus tard en même temps que la demande d’immatriculation”. Read Article R. 123-112 of the Commercial Code.

That distinction is not academic. In Criminal Chamber of the Cour de cassation, 20 June 2017, no. 14-85.879, the Court examined a foreign company’s permanent representation in France and held that a “société commerciale immatriculée dans un pays étranger est tenue de s’immatriculer au registre du commerce et des sociétés français” when it opens the relevant establishment in a French department. The decision involved hidden commercial activity and must be applied to its facts, but it gives a clear warning: registration in the country of the foreign headquarters does not automatically replace the French registration required by the French activity.

The same logic applies to an EU or European Economic Area company. Freedom of establishment does not mean that every local registration step disappears. In Criminal Chamber of the Cour de cassation, 2 March 2021, no. 19-80.991, the Court confirmed the French registration requirement for a foreign company’s first French establishment even though the company was already registered in another European Union Member State. The decision refers to a company “bien qu’elle soit déjà enregistrée dans un autre Etat membre de l’Union européenne”. The practical point is to prove the foreign company’s existing legal status while completing the French host-state formalities.

After the first French establishment, a second permanent site may be a secondary establishment or a complementary establishment. Article R. 123-41 provides the secondary-registration rule when the new site falls within a court jurisdiction where the company is not already registered. The request must be made through the single organisation identified in Article R. 123-1, within the period “d’un mois avant ou après cette ouverture”. Read Article R. 123-41 of the Commercial Code.

Article R. 123-43 addresses the situation in which the company opens a secondary establishment within a court jurisdiction where it is already registered. In that case the filing is an additional registration rather than a new secondary registration in another jurisdiction, but the same one-month-before-or-after opening window applies. See the official wording of Article R. 123-43 of the Commercial Code. For legal entities, Article R. 123-63 expressly sends the applicant back to the conditions of Article R. 123-41, while Article R. 123-67 concerns the corresponding additional entry. The relevant texts are Article R. 123-63 and Article R. 123-67.

The word “branch” describes a mode of foreign-company implantation, not a separate French legal person. A branch can be a French establishment of the foreign company and can therefore require RCS and RNE registration. The foreign company remains the legal entity responsible for the branch’s commitments. A subsidiary is different: it is a separate French company, usually a société par actions simplifiée (SAS, a flexible French company limited by shares) or a société à responsabilité limitée (SARL, a private limited-liability company). A subsidiary has its own articles, directors or managers, assets and registration. Registering a secondary establishment does not transform the foreign company into a subsidiary.

A liaison office is narrower still. The French term bureau de liaison is used for a non-commercial presence whose tasks are generally limited to information, market observation, communication or preparation for future activity. It should not independently sell, invoice, negotiate binding orders or perform the core service offered to customers. If the “liaison” office becomes a sales or operating centre, the label will not control the outcome. The official Bercy guide to implanting a foreign company in France distinguishes the liaison office, branch and subsidiary and explains the role of the one-stop formalities portal.

There is no safe strategy of calling every additional site “temporary” or “representative” to avoid registration. In Criminal Chamber of the Cour de cassation, 28 March 2017, no. 16-81.944, the Court upheld a conviction concerning a store that had been opened for a limited period. It held that the principal establishment’s registration did not remove the obligation concerning a permanent, distinct secondary establishment. The decision is particularly useful because it shows that a short planned duration is not an automatic exemption. The Court described the establishment as “permanent, distinct de l’établissement principal” on the facts before it.

An office used by an employee who merely travels occasionally is not automatically a secondary establishment. The risk increases when the person works from a fixed French location, the company regularly earns revenue from the activity, local customers are served from that location and the business continues beyond an isolated project. The facts should be recorded by opening date, not reconstructed after a bank, tax or labour authority has asked questions.

II. How do you file the INPI/RNE registration and protect the foreign company?

A. Which documents, fields and one-month deadline should a foreign founder prepare?

The filing starts with the correct legal category and opening date. The French formalities platform asks for information about the enterprise and the establishment, and the applicant must identify whether the new site is a first French establishment, a secondary establishment or an additional establishment in the same court jurisdiction. The official French formalities portal page on establishments and activity explains that each establishment has to be declared separately when it is created or modified, and warns that an incomplete or imprecise declaration may be rejected.

The one-month rule should be treated as a planning window, not as permission to wait. For a secondary establishment in a new court jurisdiction, Article R. 123-41 allows the request within one month before or after opening. For an additional entry in an existing jurisdiction, Article R. 123-43 uses the same time frame. If the site has already opened, file promptly and keep evidence of the actual date. “Opening” should be assessed by the start of the establishment’s activity, not merely by the date on which the lease was signed. A lease signed in March for a site that begins serving customers in June calls for a June-focused opening analysis, while a staffed warehouse that receives stock in March may have started earlier.

For a foreign company’s first French establishment, prepare the foreign company’s constitutional and registration evidence at the outset. A practical file normally includes the following items, subject to the portal’s current requests and the company’s country of incorporation:

• A current official extract or certificate proving the foreign company’s existence, legal name, registration number, registered office and legal form.
• The current constitutional documents or statutes, including amendments that change the registered office, directors, legal form, purpose or accounting year.
• The corporate resolution or power of attorney approving the French establishment and identifying the person authorised to complete the French filing.
• Evidence of the French premises: lease, title, business-use authorisation, hosting agreement or other document showing that the company can use the address for the declared activity.
• The identity and authority of the establishment’s manager or representative, together with any declaration requested for criminal record or eligibility purposes.
• A precise description of the activity carried out at the site, its commencement date, trade name or sign, and the origin of the business when the form requests it.
• Where relevant, licences, professional qualifications, regulated-activity approvals, customs evidence or documents about employees and local operations.

Documents issued abroad may need an apostille, legalisation or a French translation accepted by the receiving authority. The requirement depends on the issuing country, the document and the filing route. An English translation made internally by a founder can help the group understand the file but should not be assumed to be the translation accepted by the French authorities. Keep the foreign original, the authentication attached to it and the French translation together so the filing can be audited later.

For a non-European foreign company, the corporate information deserves extra care. Article R. 123-58 of the Commercial Code requires foreign-company information concerning the law governing the company and its foreign registration where applicable. See Article R. 123-58 of the Commercial Code. The applicant should not translate a foreign legal form into an apparently equivalent French form without explaining the original form. “Limited company”, “corporation”, “private company” and “partnership” can have different consequences for representation, accounts and liability.

The establishment fields need their own internal approval. The address should be written exactly as supported by the lease or occupancy document, including building, floor, postal code and municipality. The activity should describe what the site actually does, not only the group’s broad global purpose. The trade name and commercial sign should be consistent with invoices, website pages, customer contracts and insurance. The person shown as establishment manager should have a written mandate that matches the authority the group expects that person to exercise.

The formalities page expects a principal activity for the establishment. If the site performs several activities, identify the activity that is principal there and describe the others without creating an artificial list that cannot be classified. A warehouse may have logistics as its local principal activity even though the foreign company’s global activity is software. A customer-service office may have a different activity from the foreign company’s manufacturing site. The APE code assigned later is not a substitute for an accurate narrative at filing stage.

The company should also reconcile the new establishment with existing compliance data. The RNE entry, RCS extract, tax registration, VAT profile, insurance policy, invoices, payroll records and beneficial-owner information should not present impossible combinations. A change in the foreign parent’s name, director or registered office can require a separate update rather than being buried in the new establishment filing. If the group has recently changed its foreign corporate structure, prepare the chain of current certificates and resolutions before opening the French site.

The difference between a business address and an operating establishment must be documented. The Service-Public page on opening a secondary or complementary establishment states that domiciliation alone does not create a secondary establishment. It also explains that the new establishment receives its own registration information and a new SIRET. The official guidance is available at Service-Public’s guide to opening a secondary or complementary establishment. The legal conclusion still depends on the facts: a domiciliation contract may be only an address service, while a staffed office at the same address can be an operating establishment.

If the foreign company has no French site yet, do not force the form into the “secondary” label just because the group’s headquarters are abroad. Use the first-establishment route and include the foreign statutes required by Article R. 123-112. If the company already has a French RCS registration, obtain the current Kbis or equivalent RNE evidence before opening the additional site. Identify the competent court jurisdiction from the existing registration and the new municipality. That determines whether the filing is secondary or additional.

A short internal checklist should be completed before clicking submit:

1. Confirm whether the company has an existing French establishment and locate its current SIREN and Kbis information.
2. Classify the new site by activity, permanence, independence, representation power and court jurisdiction.
3. Fix the factual opening date and calculate the one-month-before-or-after period.
4. Match the French address, activity, manager and trade name to the supporting documents.
5. Prepare current foreign-company certificates, statutes, resolutions, powers and accepted translations.
6. Submit through the Guichet unique operated by INPI and save the receipt, file number, submitted forms and attachments.

The receipt is evidence that a filing was submitted, not proof that the establishment is fully registered. Avoid telling a bank or customer that the establishment has a final Kbis until the registry and RNE data are available. If a contract must be signed during the processing period, identify the foreign legal entity accurately and explain the registration status rather than using an unissued SIRET.

B. What happens after filing: Kbis, SIREN/SIRET, tax, payroll, rejection and litigation risks?

Once the filing is submitted, several systems may process the information. The Guichet unique routes the declaration to the relevant bodies, including the RNE, the RCS registry, the French national statistics administration and, where appropriate, tax or social bodies. The current Service-Public guidance explains that a new establishment is recorded separately and receives a distinct SIRET. The company should download and preserve the final RNE evidence and Kbis extract as soon as they are available, then compare every field with the submitted file.

The Kbis is an RCS extract, commonly requested by banks, landlords and commercial partners. It can show the company’s legal name, legal form, registration number, registered office, establishment address and representative information. It does not prove that a regulated activity licence has been obtained, that the premises comply with planning rules, that VAT is due or that employees are properly declared. The BODACC is the Official Bulletin of Civil and Commercial Announcements. A notice in that bulletin, when one is legally required for a particular event, is not a replacement for the establishment’s registration evidence.

Tax registration requires a separate analysis. An establishment entry is an important factual indicator, but RNE or RCS registration alone does not answer every corporate tax or treaty question. The foreign company should determine whether the French site is a permanent establishment under the applicable tax treaty and French tax rules, how profits are allocated, whether French corporate income tax applies, and which tax office manages the file. The official impots.gouv.fr guidance on registration for French corporate income tax explains that some foreign companies without a French permanent establishment still have French corporate-tax registration obligations, and identifies the Service des impôts des entreprises étrangères, or SIEE, for relevant cases. SIEE means the Foreign Companies Tax Office.

Value added tax (VAT) is also fact-specific. A foreign company may need a French VAT number because of taxable supplies, imports, stock transfers, local invoicing, property-related transactions or another operation, even when the permanent-establishment analysis is different. Conversely, a new address does not automatically answer the place-of-supply question. Consult the official impots.gouv.fr VAT-registration guidance and map the actual transactions, customers, goods and personnel. If the company imports or exports goods, its customs and Economic Operators Registration and Identification (EORI) position should be reviewed separately; EORI is the customs identifier used in the European Union.

Employees create another compliance layer. URSSAF is the French network that collects social-security contributions. A local employee normally requires an employment contract, payroll registration and the relevant social declarations. The DPAE is the déclaration préalable à l’embauche, or prior-to-hiring declaration, which must be handled before the employee starts work when the French rules require it. A certificate showing social-security coverage in another European state, such as an A1 certificate, does not automatically settle French employment-law obligations. The company should coordinate the establishment registration with payroll and social-security advice rather than wait for the first URSSAF letter.

The criminal risk should be described accurately. Article L. 8221-3 of the French Labour Code treats certain intentional failures to register or make required declarations as hidden work, including when the person “n’a pas demandé son immatriculation au registre national des entreprises” in a situation where registration is mandatory. Read the current provision at Article L. 8221-3 of the Labour Code. This is not a rule that every clerical delay automatically becomes a criminal offence. The statute refers to an intentional evasion of obligations, and the factual activity, the knowledge of the obligation and the declarations made to social or tax bodies matter.

Where the statutory offence is established, Article L. 8224-1 provides that breach of the prohibitions in Article L. 8221-1 is punished by “un emprisonnement de trois ans et d’une amende de 45 000 euros”. The official text is at Article L. 8224-1 of the Labour Code. The figures should not be presented as an automatic administrative fine for an innocent filing error; they are the statutory criminal penalty in the circumstances defined by the Labour Code. The practical response to a late or defective filing is immediate correction, preserved evidence, and a coherent explanation of the timeline.

The case law shows why the foreign parent must act before a dispute begins. In the 2017 decision no. 14-85.879, the Cour de cassation focused on a permanent representation in France and the fact that a company registered abroad still had to comply with French registration rules. In the 2021 decision no. 19-80.991, the Court accepted the need for French registration of a first establishment even though the company was registered in another European Union country. Neither decision says that every cross-border activity creates a French establishment; each turns on the existence and operation of a French site. They do show that foreign registration is not a universal defence.

The 2017 decision no. 16-81.944 is particularly important for an existing French company that opens a second site. The company had already registered its principal establishment, but the Court upheld the conclusion that this did not dispense it from registering the secondary establishment within the legal time limit. The fact that a store was intended to operate for only part of a year did not decide the issue in the company’s favour. A founder who expects a pop-up store, seasonal warehouse, project office or temporary customer site should therefore obtain a classification before opening, instead of assuming that a short duration removes the filing obligation.

The establishment’s address must also be exact. In Third Civil Chamber of the Cour de cassation, 9 June 2016, no. 15-15.416, the court considered an establishment registered at number 5 when the leased premises were at number 7. It held that the tenant “ne pouvait bénéficier d’un bail commercial soumis au statut” because it was not regularly registered at the time of the claim. The decision concerned a commercial-lease dispute and does not mean that every address error destroys every lease. It does mean that the address on the register can become decisive when the company seeks protection or enforcement in court.

If INPI or the registry rejects the filing, first identify the exact defect rather than submitting the same package again. Common problems include an outdated foreign certificate, an unclear power of attorney, a mismatch between the lease and the declared address, an untranslated document, an activity described too broadly, an opening date that conflicts with the supporting evidence, or a choice of “secondary” when the company has no first French establishment. The formalities portal’s warning that an incomplete or insufficiently precise declaration can be rejected is a useful operational rule, not a reason to shorten the factual description.

Save the rejection notice, the requested correction, the original submission and the corrected documents. If the portal’s category is unclear, use the filing reference and ask for a written explanation of the missing item. Do not change the activity or manager merely to make the form pass if that change would make the record inaccurate. If the problem concerns the court registry, the legal route for challenging or correcting the decision should be considered with the applicable procedural deadline. A lawyer can also review whether the rejection is administrative, technical or based on the legal classification of the site.

After acceptance, update the operational documents. The new SIRET should appear where required on invoices, contracts and official correspondence. Notify the bank, insurer, payroll provider, major customers, customs broker and landlord. Review the company’s data-protection notices, website contact details, terms of business and internal delegation. A company that obtains a new Kbis but continues to use an old establishment address on contracts has not completed the practical part of the registration.

The tax and social notifications should be reconciled with the actual activity. If the French site has employees, confirm the employer registration and first payroll timetable with the appropriate bodies. If it sells goods, map stock movements, VAT invoices and customs declarations. If it invoices services, review where the service is supplied and who is liable for VAT. If the establishment is a branch of a foreign company, document how its accounts and expenses are allocated to the French activity. The registration creates a public record; it does not eliminate the need for these downstream analyses.

Finally, keep a permanent file for the establishment. It should contain the submitted formalities receipt, final RNE evidence, Kbis, lease or occupancy proof, corporate resolutions, foreign certificates, translations, manager mandate, insurance, tax and social correspondence, employee declarations and any licence. Record the next review date for changes of manager, address, activity, legal form or foreign registered office. A secondary-establishment filing is not a one-time marketing step; it is the reference point used by the company and administrations throughout the life of the French site.

Conclusion

Registering a secondary establishment in France for a foreign company begins with classification. A permanent and operational site that is distinct from the existing registered office or principal establishment may require its own establishment entry, SIRET and court-registration treatment. If the company has never had a French establishment, the correct route is the first-establishment procedure, including the foreign statutes required by Article R. 123-112. If a French registration already exists, the new site must be assessed against the territorial rules for a secondary or additional establishment, with the one-month-before-or-after opening deadline.

The safest file connects facts, documents and dates: the premises, the activity, the authorised representative, the foreign company’s current legal documents and the actual opening date. Submit through the INPI Guichet unique, keep the receipt, wait for the final RNE and Kbis evidence, and then reconcile tax, VAT, payroll, customs, insurance and commercial documents. A foreign registration, a domiciliation contract or the word “liaison” cannot substitute for the analysis of what the French site actually does. When the classification or filing has already become disputed, obtain a targeted review before the site’s activity, employees or contracts create a larger record to correct.

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