A foreign founder may want every corporate document to be readable by an international board, an overseas parent company and investors who do not speak French. That objective is legitimate, but it does not turn an English draft into a complete French incorporation file. The decisive question is not simply whether English words appear in the articles of association. It is which version is submitted to the French authorities, which version is intended to bind the shareholders, and which version a French court, bank, tax office or business partner will be asked to interpret.

For a company incorporated in France, the safest structure is a French legal master accompanied by a carefully controlled English version. The two documents must identify the same company, capital, shares, powers, registered office, purpose and decision-making rules. A translation that silently changes a French legal concept can create a corporate dispute even when the Guichet unique accepts the filing. This article separates the incorporation rules from the evidence rules, explains the special position of a foreign parent opening a French establishment, and gives a practical response plan if the greffe or the online portal asks for a correction. For the wider incorporation framework, see the firm’s French business-law service page.

I. Can French company articles of association be written in English?

A. What do French company articles have to contain, and what does the language change?

The articles of association are the founding contract and operating framework of the company. Article 1832 of the French Civil Code describes the company as an arrangement in which persons allocate assets or their work to a common enterprise in order to share a profit or benefit from an economy. The official text states: « La société est instituée par deux ou plusieurs personnes qui conviennent par un contrat d’affecter à une entreprise commune des biens ou leur industrie en vue de partager le bénéfice ou de profiter de l’économie qui pourra en résulter. » The same article also allows a one-person company where legislation permits it. That is the legal basis for structures such as a SASU, the one-person form of the société par actions simplifiée, or simplified joint-stock company.

Article 1835 of the Civil Code is more operational. It says that the articles must be in writing and must determine, in addition to each shareholder’s contribution, the legal form, corporate purpose, name, registered office, share capital, duration and operating rules. The official text begins: « Les statuts doivent être établis par écrit. » A French société par actions simplifiée, or SAS, and a société à responsabilité limitée, or SARL, therefore need a document that can be read as a French legal instrument, even when an English version is prepared for the founders. An SARL is a private limited liability company. The same reasoning applies to an EURL, the one-person version of an SARL, and to other companies subject to French registration requirements.

Neither Article 1832 nor Article 1835 says that a founder loses the right to prepare an English working draft. They do, however, make precision essential: the language is not a substitute for the mandatory content. A document headed “articles of association” that omits the French legal form, uses an uncertain description of the corporate purpose, or confuses shares with units of an SARL is not cured by a fluent translation. The governing act must still establish the company that French law recognises.

The French Language Act must also be read with care. Article 2 of Law No. 94-665 of 4 August 1994 requires French for the designation, offer, presentation, instructions, description and guarantee conditions of a good, product or service, as well as for invoices and receipts. It does not, in that wording, create a universal rule that every private company’s internal articles must be drafted exclusively in French. That distinction matters. It would be unsafe to cite Article 2 as an automatic answer to every incorporation question. The relevant filing rules, the recipient’s requirements and the legal effect of the document must be analysed together.

In practice, the French version should be treated as the filing and interpretation reference for a French company. The English version can be signed as a parallel document or supplied as an informative translation, provided that a bilingual clause identifies the version that prevails if the two texts diverge. That clause should not be copied from an English template without checking its French effect. It should state, in clear terms, whether the French text prevails for registration, mandatory French-law matters, dealings with public bodies and court proceedings, and whether the English text may be relied on for internal communication.

For an investor or parent company, the useful solution is usually not “English only”. It is a controlled bilingual pack containing: a signed French master; an English translation with matching article numbers; a terminology schedule for concepts such as président, directeur général, gérant, action, part sociale, apport and clause d’agrément; and a short precedence clause. The schedule prevents a translated title from accidentally giving a director powers that the French text reserves to shareholders. It also gives a bank, auditor or foreign board a reliable way to review the document without treating an informal translation as a new constitution.

A court’s approach to an English document confirms why the distinction between filing and evidence is important. In its decision of 27 November 2024, Commercial Chamber, appeal No. 23-10.433, the Cour de cassation held, in a dispute involving English emails, that the judge may assess a foreign-language document where its meaning is understood. The verified passage states: « … à retenir comme élément de preuve un document écrit dans une langue étrangère lorsqu’il en comprend le sens. » The decision is Cour de cassation, Commercial Chamber, 27 November 2024, No. 23-10.433. This is an evidence principle, not a promise that an English-only incorporation file will be accepted by every registry or that every judge will work from an untranslated corporate constitution.

The same distinction applies to signatures. Article 1366 of the Civil Code gives electronic writing the same evidential force as paper writing when the signatory can be identified and the document is created and kept in conditions that protect its integrity. Article 1367 adds that a signature identifies its author and expresses consent; for an electronic signature, the process must reliably link the signature to the act. The official wording of Article 1366 is: « L’écrit électronique a la même force probante que l’écrit sur support papier, sous réserve que puisse être dûment identifiée la personne dont il émane et qu’il soit établi et conservé dans des conditions de nature à en garantir l’intégrité. » The corresponding text appears in the French Civil Code, Article 1366 and French Civil Code, Article 1367.

Language and signature are separate controls. A properly signed English translation does not replace a French filing document if the recipient requires French. Conversely, a French document signed with a weak or untraceable process may create an identity and integrity problem even if its wording is perfect. Where the Guichet unique requires a signature, Article R. 123-5 of the Commercial Code refers to an advanced electronic signature based on a qualified certificate under Regulation (EU) No. 910/2014. The founder should therefore preserve the signed originals, the signature certificate or audit trail, the final PDF hash where available, and the exact version transmitted to the portal.

B. Which version governs founders, the company and third parties?

The answer depends on the relationship being tested. Between founders, the signed articles and any shareholders’ agreement must be read as a coherent set. Between the company and a French administration, the French filing and the information registered in the Registre du commerce et des sociétés, or RCS, are central. For a bank or foreign parent, the English translation may be indispensable for due diligence, but it should point back to the signed French master rather than silently replace it. For a court, the judge can request or order a translation, and the practical outcome will depend on the completeness, reliability and usefulness of the documents produced.

The legal form does not change because its label is translated. “SAS” means société par actions simplifiée; it is not automatically equivalent to an English private company limited by shares. “SARL” means société à responsabilité limitée; its parts sociales are not simply interchangeable with shares in every common-law system. “Président” in an SAS is not always a “chairman”, because the French articles and the Commercial Code determine the powers attached to that office. A bilingual document should retain the French term, add a functional English explanation, and state the legal source where the distinction affects authority or liability.

The corporate purpose deserves particular attention. Article 1835 requires the purpose to appear in the articles. A translation that turns a regulated activity into a generic consulting activity, or that omits a restriction, can affect the company’s registration, licences, tax analysis, bank onboarding and contracts. The French master should be drafted first from the actual business plan. The English text should then be translated against that approved wording, not created independently by an overseas team working from a commercial template.

The date of registration is another boundary that an English document must not obscure. Article L. 210-6 of the Commercial Code provides: « Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés. » It also addresses acts performed for a company in formation before it has acquired legal personality. The complete statutory rule is available in Commercial Code, Article L. 210-6. A bilingual incorporation pack should therefore distinguish the signed articles from pre-registration leases, software contracts, bank documents and service agreements.

The Cour de cassation changed the practical emphasis of the pre-registration analysis in its decision of 29 November 2023, Commercial Chamber, appeal No. 22-12.865. The verified decision repeats the statutory principle that the company obtains legal personality at registration and explains the consequences for persons acting during formation. Its short exact passage states: « les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés. » The decision is available at Cour de cassation, Commercial Chamber, 29 November 2023, No. 22-12.865. The same decision discusses acts made “au nom” or “pour le compte” of the company in formation. Those French expressions should remain visible in the working file because an English phrase such as “on behalf of” may not capture every procedural consequence.

There is also a major difference between a French subsidiary and a foreign company opening a branch or first establishment in France. For certain foreign companies, Article R. 123-113 of the Commercial Code expressly addresses the deposit of the current constitutional documents and says that a copy of the statutes may need to be translated into French and certified as conforming by the legal representative or authorised person. That rule concerns the foreign legal entity’s filing in France; it should not be presented as a universal statutory rule for every French company incorporated by a foreign shareholder. Read the official text at Commercial Code, Article R. 123-113.

Similarly, Article R. 123-75-1 permits certain declarations by a company whose registered office is in the European Union or European Economic Area to be made in an official Community language, but it requires French among the languages and gives priority to the mandatory French publicity. It says: « Dans tous les cas, l’une de ces langues doit être le français. » That special rule is useful as a comparison, not as a shortcut for a French subsidiary. It is set out at Commercial Code, Article R. 123-75-1.

Recent court practice also shows that an English corporate document may be discussed in litigation without an automatic translation rule. In a decision of 4 February 2026, Paris Court of Appeal, Pôle 5, Chamber 9, appeal No. 22/16869, the court stated that the judge may retain English documents as evidence even without a French translation where the circumstances permit it. The verified passage reads: « il appartient souverainement au juge du fond de retenir comme probants les documents invoqués quand bien même ils seraient produits dans leur version originale en langue anglaise sans être accompagnés d’une traduction en français. » The decision is linked at Paris Court of Appeal, Pôle 5, Chamber 9, 4 February 2026, No. 22/16869. A founder should treat this as a litigation-risk lesson: completeness and intelligibility help, but a court-evidence ruling does not remove the need to submit the correct French version to the incorporation channel.

II. How should a foreign founder prepare the bilingual file and answer a registry correction?

A. Which translation, signature, apostille and evidence should be prepared?

Begin with a document map rather than a translation. List every item that will be uploaded, the person who signs it, the language of the original, the French version required, the certification to obtain, and the authority or counterparty that will receive it. The map should cover the articles, the appointment of the president or manager, the beneficial-owner declaration, registered-office evidence, capital-deposit certificate, legal-notice publication certificate, identity documents and any authorisation for a regulated activity. The list changes with the form of company and the founder’s situation, so a foreign parent should not reuse a branch checklist for a new French subsidiary.

The current official information for incorporating a company confirms the practical core of the file. Service-Public Entreprendre lists dated and signed articles, a registered-office document, the legal-notice publication certificate, the capital-deposit certificate and subscriber list where relevant, identity evidence for the director, and a dated and signed declaration of non-conviction and parentage. The checklist is available on Service-Public Entreprendre’s company registration page. That page also explains that the application is filed through the online business-formality portal and that the company is registered in the RNE, the Registre national des entreprises, and in the RCS where applicable.

The Guichet unique is operated through the INPI, the Institut national de la propriété industrielle, which is the French National Institute of Industrial Property. INPI explains that the portal centralises creation, modification, cessation and annual-account filings and transmits declared information to the bodies responsible for validation, including the greffes and tax services. Its official explanation is available at INPI’s Guichet unique and RNE page. A foreign founder should keep the portal receipt, the file number, each correction request and the final status. The Kbis, when issued for a commercial company, is the familiar official extract showing key registration information; an RNE registration document may also be relevant depending on the requested proof.

Prepare the French master before the English translation. Number the articles identically. Use a two-column review table for every defined term, especially: legal form; registered office; corporate purpose; financial year; capital; contributions; classes of shares; voting rights; transfer restrictions; approval rights; president, director general or manager powers; shareholder meetings; reserved matters; accounting approval; dissolution and liquidation. For each term, ask whether the English word describes the French institution or merely sounds similar. “Shareholder” may be serviceable as an explanation, but “associé” can cover a legal position whose details vary with the form. “Manager” may be too broad where the document names a gérant. Preserve the French term next to the English explanation when a mistake could affect authority, voting or transferability.

Use a precedence clause that matches the transaction. A common model is: the French version is the reference for registration, mandatory French-law filings, public bodies and interpretation of the company’s French corporate status; the English version is supplied for convenience and internal or international review; if the parties intend both to have contractual effect, the clause identifies the method for resolving a divergence. The last option needs more care than a simple “French prevails” sentence, because the founders may want an English version to bind an overseas parent under a separate agreement. The articles, the shareholders’ agreement and the translation should not be given conflicting precedence rules.

Ask the translator to flag concepts that have no exact one-word equivalent. The most important flags should be reviewed by counsel or the person responsible for the French filing, not silently normalised by software. Keep a translation certificate or a signed translator statement when a recipient requests certification. A sworn translation may be required for a particular authority, identity document, foreign corporate document or court proceeding; it is not automatically required for every English convenience translation of French articles. The correct level of certification depends on the recipient and the document. If the portal or greffe has asked specifically for a certified French translation, satisfy that request instead of arguing from a general assumption that English is acceptable.

Separate translation from legalisation. An apostille or consular legalisation authenticates the origin of a public document for use abroad; it does not validate the legal accuracy of an English translation and does not turn a foreign company’s constitution into French articles. For a foreign founder, check the country of origin, the type of document, the receiving French authority and any applicable treaty before ordering an apostille. Upload the original, the translation and the certification in a way that lets the reviewer match pages, names, dates and signatures. A mismatched transliteration of the founder’s name is a common cause of delay.

Signature evidence should be assembled as its own file. Record whether each signer signed the French master, the English translation or both; preserve the date and time; retain the electronic signature audit trail; and check that the signatory’s identity matches the appointment and identity documents. Article R. 123-5 of the Commercial Code addresses qualified-certificate-based advanced electronic signatures when a signature is required in the formality process. The official provision is at Commercial Code, Article R. 123-5. If a foreign certificate is used, confirm that the portal accepts it and that the signature report can be read by the recipient.

Before filing, run a consistency check across the pack. The corporate name must match the proposed name, legal notice and capital certificate. The registered office must match the proof of address. The identity and address of the president, manager or legal representative must match every form. The contribution table must match the subscriber list and bank certificate. The corporate purpose must be the same in the French articles, the English translation, the legal notice and the portal fields. The beneficial-owner data must reflect the actual control chain, including the foreign parent. A perfect translation cannot repair a mismatch between the documents.

After registration, the tax workflow is separate. The Directorate General of Public Finance, or DGFiP, publishes a creator guide explaining the creation formalities and the professional tax account. That guidance is available through impots.gouv.fr’s business-creation guide. It does not decide which language the articles must use. It does show why the founder should keep an organised corporate file: registration, tax access, VAT, payroll and banking may each ask for different evidence and may not accept an informal English document as proof of the same fact.

B. What should a foreign founder do when the Guichet unique or greffe asks for corrections?

First, identify the exact problem. A portal status such as “incomplete” is not enough. Download the correction message, note the file number and deadline, and classify the request: missing document; unreadable scan; signature defect; identity discrepancy; registered-office proof; capital evidence; beneficial-owner information; corporate-purpose issue; translation or certification; or a disagreement about the legal form. Do not respond by uploading a larger collection of documents without a map. That makes it harder to see whether the requested point has been cured and can create new inconsistencies.

Second, create a correction table with four columns: the authority’s wording; the French legal answer; the document that proves it; and the action taken on the portal. If the objection concerns English articles, provide the complete signed French master and a matching English translation, with a short note identifying the French version as the registration reference. If the objection concerns a foreign parent, provide the foreign corporate extract, current constitutional documents, French translation and certification requested under the applicable rule. If the issue concerns a director’s name, correct every occurrence rather than changing one PDF in isolation.

Third, audit the articles themselves. Check the first page, signature page and every annex. A missing signature page can be mistaken for a missing article. A translation can contain a different capital figure because a comma was treated as a decimal point. A reference to a “registered office” can omit the floor, unit or municipality that appears on the address evidence. A translated corporate purpose can introduce a regulated activity that the French draft did not mention. These are practical reasons to send a clean, version-controlled replacement rather than a patchwork of pages.

The legal role of the greffier is defined in Article R. 123-95 of the Commercial Code. The provision says that the greffier checks whether the statements conform to legislative and regulatory provisions, correspond to the supporting documents and deposited acts, and are compatible with the file. It also states that the constitution or statutory changes of commercial companies are checked against the rules governing them. Read the official provision at Commercial Code, Article R. 123-95.

The Cour de cassation has described the limit of that verification. In its decision of 1 June 2023, Commercial Chamber, appeal No. 21-22.446, the verified passage states: « il ne dispose d’aucun pouvoir d’interpréter lesdits actes et pièces justificatives. » The decision is available at Cour de cassation, Commercial Chamber, 1 June 2023, No. 21-22.446. This means that a founder should distinguish a documentary correction from a substantive corporate dispute. A clearer translation, missing certificate or inconsistent address can be corrected in the formality file. A dispute about who owns shares, whether an agreement is valid, or whether a transaction should bind the company may require proceedings before the competent court rather than an attempt to make the greffe decide the merits inside the registration workflow.

Fourth, answer in the same language as the requested remedy. If the message asks for a French translation, the response should identify the French document by file name and version, state who certified it, and attach the English version only as a cross-reference. If it asks for a qualified signature, do not substitute a scanned handwritten signature without checking the portal’s requirements. If it asks for proof of registered office, attach the document with the address clearly visible. If the portal asks for a legal notice or capital-deposit certificate, do not answer with the articles alone. The response should be short enough for the reviewer to verify and detailed enough to show that the specific defect was understood.

Fifth, recheck the registered record after the correction is accepted. Confirm the legal name, legal form, registered office, activity, directors, registration number and publication status. The Kbis or RNE evidence is not a substitute for the signed articles, but it is a useful external check that the key data entered the public record correctly. If the English translation was prepared before registration, update it after any accepted correction. Do not allow the translation to become a stale document that shows an old address or former director.

There are several recurring mistakes to avoid:

• Submitting an English-only document because the founders, bank or parent company work in English, without checking the French filing requirements for the chosen structure.
• Calling an English translation the “official version” while the French articles, legal notice and portal fields contain different information.
• Translating président, gérant, action, part sociale, apport or clause d’agrément as if each had one universal common-law equivalent.
• Using the foreign parent’s articles where the French subsidiary’s own articles are required, or using a subsidiary checklist for a branch.
• Uploading extracts of an English shareholders’ agreement without showing the complete document when the disputed clause depends on definitions or annexes.
• Assuming that a court’s willingness to read an English exhibit removes the need for a French translation requested by the registry, bank, tax authority or counterparty.

A foreign founder can use a simple decision matrix before pressing “submit”. For a French subsidiary’s incorporation: French signed articles as the master, English translation as a controlled companion, and the required supporting documents. For a foreign company’s first establishment in France: identify the applicable Commercial Code provisions, foreign extract, current parent statutes, French translation and certification. For an internal board pack: English may be the operational language, but retain the French signed source and a translation log. For a dispute: produce the complete version, explain the translation method, and be ready to provide a certified translation if the judge or other party needs it.

The objective is not to make international founders choose between readable documents and French compliance. It is to give each document a defined legal job. The French master answers what was filed and what the French company is. The English version lets the parent, investors and international management understand the same rules. The certification and audit trail answer whether the copies are reliable. The correction table answers whether the portal’s objection has actually been resolved. Keeping those roles separate is faster and safer than treating one bilingual PDF as proof of everything.

Conclusion

French company articles of association can be prepared for an English-speaking ownership group, but an English-only document is a poor default for a French incorporation. The stronger structure is a complete French legal master, an accurate English translation, an explicit precedence rule and a version-controlled evidence file. The translation must preserve the French legal form, corporate purpose, capital, governance and transfer rules; it must not import assumptions from another jurisdiction.

Before filing, compare the articles with the Guichet unique fields, legal notice, capital evidence, identity documents and beneficial-owner information. If the portal or greffe asks for a correction, answer the exact request with the French document, translation or certification that resolves it. If the issue is a substantive ownership or validity dispute, remember that the registration review is not a replacement for proceedings on the merits. A foreign founder who keeps the French and English documents aligned can communicate internationally while preserving a defensible French corporate record.

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