For a founder living outside France, signing a contract with a French company often happens through a platform chosen by a parent group, a foreign customer or an international finance team. The signatory may use a certificate issued in another country, receive a one-time code on a foreign telephone number, and never visit the French registered office. That geography does not answer the legal question. A foreign electronic signature is not rejected merely because it was created abroad. The real questions are whether the person can be identified, whether the signature is reliably linked to the final version of the contract, whether that person intended to accept the obligations, and whether the person had authority to bind the French company.
French law therefore separates four issues that are often mixed together: the evidential status of the electronic document, the technical reliability of the signature, the authority of the human signatory, and the formation and content of the commercial agreement. A qualified electronic signature benefits from the strongest statutory treatment, but a lower-level process is not automatically worthless. Conversely, a certificate or audit trail does not by itself prove that a director, employee or consultant had the power to commit the company.
This guide applies to commercial contracts involving a French company and a foreign founder, shareholder, director, customer, supplier or group company. It explains the eIDAS framework, the French Civil Code, the evidence a business should preserve, and the response to a challenge. It does not decide the governing law, forum, tax treatment or sector-specific formalities of a particular contract; those questions must be reviewed with the signed document and the parties’ corporate records.
For the broader project of creating and structuring a French company, see the firm’s French company formation and corporate structuring page. The present article addresses the narrower moment when the French entity begins dealing with a foreign counterparty and must prove that the person who signed could commit the company.
I. Can a foreign electronic signature bind a French company to a commercial contract?
A. What French law and eIDAS recognise when the signing process is abroad
There is no separate French legal category called a “foreign signature”. The place where the signatory clicks, the nationality of the signatory and the country of the platform provider are clues for the evidence file, not automatic grounds for invalidity. The starting point is Article 1366 of the French Civil Code. Its text states: 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 rule is available in the official version of Article 1366 of the Civil Code.
That provision does not say that every PDF or email is an electronic signature. It gives an electronic writing the same evidential force as paper when two conditions are met: the author can be duly identified, and the document is created and kept in conditions that protect its integrity. “Integrity” means that the party relying on the document can show which version was signed and that the relevant content was not changed afterwards. A file name such as “final-contract.pdf” is not an integrity system. A signed PDF with a cryptographic validation result, a completed audit trail and a preserved original file is much stronger.
Article 1367 then addresses the signature itself. The first paragraph provides: La signature nécessaire à la perfection d’un acte juridique identifie son auteur. Elle manifeste son consentement aux obligations qui découlent de cet acte.
The second paragraph adds: Lorsqu’elle est électronique, elle consiste en l’usage d’un procédé fiable d’identification garantissant son lien avec l’acte auquel elle s’attache.
The same article states that reliability is presumed, subject to contrary proof, where the signature is created, the signatory’s identity is assured and the integrity of the act is guaranteed under the conditions fixed by decree. The current official text is Article 1367 of the Civil Code.
The legal function of the signature is consequently broader than placing a visible mark beside a name. It connects a person to a particular act and expresses consent to its obligations. An electronic process can use an email invitation, a password, a text-message code, an identity document check, a qualified certificate, a company identity provider or several of those controls together. The judge will examine what the process actually established. A platform’s marketing label—“secure”, “verified” or “business signature”—is not a substitute for the underlying file.
For contracts within the European Union, Regulation (EU) No 910/2014, commonly called eIDAS, supplies a second layer of rules. “eIDAS” is the European framework on electronic identification, authentication and trust services. Article 25(1) of the English version states: An electronic signature shall not be denied legal effect and admissibility as evidence in legal proceedings solely on the grounds that it is in an electronic form or that it does not meet the requirements for qualified electronic signatures.
Article 25(2) adds: A qualified electronic signature shall have the equivalent legal effect of a handwritten signature.
The official text is available on EUR-Lex, eIDAS Article 25.
This creates an important distinction. A simple or advanced electronic signature cannot be rejected solely because it is not qualified. It may still be challenged on identity, authority, consent, integrity or other evidential grounds. A qualified electronic signature receives an express equivalence to handwriting, but it still does not transform an unauthorised employee into an authorised representative of the company. The certificate identifies a natural person. It does not automatically prove that the natural person had a mandate, delegation or corporate office covering the contract.
Article 26 eIDAS defines the characteristics of an advanced electronic signature. It must be uniquely linked to the signatory, capable of identifying the signatory, created with signature-creation data under the signatory’s sole control with a high level of confidence, and linked to the signed data so that later changes are detectable. Those requirements help a company specify what its provider must deliver. They are not a magic formula for every dispute: the French court will still see the contract, the technical certificate, the validation report and the surrounding corporate evidence. A provider established in another EU Member State can therefore fit within the European trust-services architecture. A provider outside the EU may produce useful evidence, but the company should not assume that it receives every automatic recognition mechanism reserved for qualified trust services in the European framework.
French commercial law also matters. Article L110-3 of the French Commercial Code states: A l’égard des commerçants, les actes de commerce peuvent se prouver par tous moyens à moins qu’il n’en soit autrement disposé par la loi.
The official reference is Article L110-3 of the Commercial Code. In a business-to-business dispute, this freedom of proof can allow a party to rely on the signed file, emails, purchase orders, delivery records, invoices, payment, meeting notes and witness evidence together. It does not remove the need to establish who signed and what that person signed.
The tax administration’s distinction between a genuine electronic document and an ordinary image PDF is useful by analogy, even though its guidance concerns invoices rather than the whole law of contracts. The official impots.gouv.fr explanation of a PDF sent by email says that an image PDF or a PDF generated from office software is not, by itself, the structured electronic invoice defined for the tax regime. For a contract, the same practical warning applies: a document attached to an email is not automatically a reliable electronic signature simply because it is digital.
Finally, the signature must be assessed under the law applicable to the transaction. A contract may select French law, the law of another country, or a set of mandatory rules that applies regardless of the selected law. The eIDAS rule about an electronic signature’s admissibility does not decide every question of contract validity, public policy, regulated activity, consumer protection, employment law, guarantees, real estate or notarisation. Before relying on the signature, identify the contract type and check whether a statute requires a specific form, a handwritten act, a notarial act, a registered filing or a separate corporate approval.
B. Why the signatory’s corporate authority is separate from the electronic signature
The first practical mistake is to treat “the signature is authentic” and “the French company is bound” as the same proposition. They are not. An audit trail may establish that Alice Martin used a particular email address and telephone number to approve a PDF at a certain time. The company must still show why Alice Martin could commit the legal person. She may be the president of a Société par actions simplifiée (SAS, a simplified joint-stock company), the gérante of a Société à responsabilité limitée (SARL, a limited-liability company), a foreign parent’s director, an employee with a delegation, or an outside adviser with no authority at all. Each situation requires a different corporate record.
The French company’s Kbis and RNE records are useful starting points. A Kbis is the official extract issued in relation to registration in the Registre du commerce et des sociétés (RCS, the commercial and companies register). The RNE is the Registre national des entreprises, the national register that covers the relevant categories of French businesses. INPI is the Institut national de la propriété industrielle, which operates the French one-stop shop for business formalities and the RNE. The INPI explanation of the Guichet unique and RNE describes the register and the bodies that validate the declared information.
The Kbis may identify the legal representative, but it is not a copy of every internal delegation and it is not proof that the representative actually signed a particular contract. A foreign founder should obtain a current Kbis or RNE registration certificate, the articles of association, the appointment decision for the director or president, and any board, shareholder or parent-company resolution relevant to the transaction. If the signatory is not the registered representative, keep the written delegation: its scope, date, duration, required co-signatures, monetary limit, territory and permitted contract types should be legible.
This is also why the electronic signature account should be configured around the person, not merely the company logo. A certificate issued to “Finance Department” may not show which human acted. A shared account may leave several plausible users. An administrator who enters a signatory’s name into a platform does not thereby prove that the signatory personally controlled the signing step. The stronger process sends the invitation to a named professional address, applies an identity control proportionate to the transaction, records the signatory’s authentication event, and links the completed signature to the exact document hash or validation object.
French public-procurement guidance makes the separation explicit. The official Service Public Entreprendre page on electronic submission and signature explains that the certificate is nominative and that the person signing must have the capacity to commit the company or hold a delegation of authority. The page is written for public procurement, where additional formal rules apply, so it should not be copied mechanically into every private contract. Its core operational lesson is nevertheless relevant to a private commercial file: identify the individual, verify the signing power, and preserve both records.
Contract formation supplies a third question. Article 1113 of the Civil Code states: Le contrat est formé par la rencontre d’une offre et d’une acceptation par lesquelles les parties manifestent leur volonté de s’engager.
It adds that this intention may result from a declaration or unequivocal conduct. The full article is available at Article 1113 of the Civil Code. The parties must therefore identify the offer, the acceptance, the version of the terms, the price or consideration, and the moment at which the agreement was formed. A foreign signature on a draft marked “for discussion” is not equivalent to acceptance of the final commercial terms.
Article 1103 provides: Les contrats légalement formés tiennent lieu de loi à ceux qui les ont faits.
That binding force, described in the official Article 1103 Civil Code text, follows a legally formed contract; it does not cure a missing acceptance or a lack of authority. Article 1104 adds: Les contrats doivent être négociés, formés et exécutés de bonne foi.
It is an order-public rule in the official Article 1104 text. A business that knowingly presents a preliminary draft as the final version, or hides a material change between the signing invitations, creates a problem that no certificate level can solve.
General terms require the same discipline. Article 1119 of the Civil Code provides that terms invoked by one party affect the other only if they were brought to that party’s knowledge and accepted. In a cross-border workflow, attach the full terms to the document being signed or provide a stable version in a durable medium. Do not rely on a hyperlink that later changes or on terms stored in a foreign platform without an export. If a purchase order, framework agreement and online terms conflict, the signature proves an approval event; it does not answer which clauses were incorporated. That question must be resolved from the record of negotiations, the order of documents and the applicable law.
A parent company’s involvement deserves particular care. A foreign parent may negotiate, approve the budget or provide the platform account while the French subsidiary is the named contracting party. If the parent’s executive signs “for the group”, the evidence should state whether that person acts for the French subsidiary, the parent, or both. Keep a specific power of attorney or a board resolution where the transaction is material. If the French company later performs the contract, sends invoices or accepts delivery, those facts may support ratification or proof of the agreement, but they should not replace a clean authority file for a significant commitment.
The same analysis applies when a foreign customer signs a contract issued by the French company. The French company must prove not only that its own representative signed, but also that the customer’s signatory had authority under the customer’s law or corporate rules. If the counterparty is a subsidiary, verify its legal name and registration number. If it is a branch, identify the legal entity behind the branch. The signature provider’s identity check is valuable, but a passport check does not establish corporate capacity.
II. How should a company prove or challenge the signed contract?
A. What evidence should a foreign founder preserve before a dispute
The best time to build the evidence file is before the contract is challenged. Ask the provider for an export that includes the signed PDF in its native validated form, the validation certificate, the complete audit trail, timestamps, the signature type, the certificate chain where applicable, and the identity data that the process lawfully records. Preserve the original download, not only a printout. Record the file’s hash if the provider supplies one, and keep a version-control note identifying the contract circulated for signature. A later PDF that looks identical may not carry the same validation object.
The file should connect five layers of evidence:
- Identity: the signatory’s full name, business email, telephone number, authentication method, certificate or identity-check result, and the connection between those details and the professional role.
- Act: the exact contract, annexes, schedules, price, specifications, general terms and any document incorporated by reference.
- Integrity: the validation report, hash or equivalent technical evidence, creation and completion timestamps, and the provider’s record of whether the file was changed after signing.
- Authority: the Kbis or RNE record, appointment, articles, delegation, power of attorney, board approval and any co-signature requirement.
- Conduct: negotiation emails, delivery, invoices, payments, service tickets, meeting minutes and post-signature correspondence showing performance or a timely objection.
Article 1353 of the Civil Code states: Celui qui réclame l’exécution d’une obligation doit la prouver.
It adds that a person claiming to be released must prove payment or the event that extinguished the obligation. The official text is Article 1353 of the Civil Code. In a payment claim, the French company normally starts by proving the contract, the due date, the performance or delivery, the amount and the default. A foreign founder defending the claim may then need to prove a release, payment, termination, set-off or other event. The allocation of the burden can vary with the issue, but a thin audit trail makes every issue harder.
Electronic counterparts are not inherently defective. Article 1375 of the Civil Code says that the requirement for several originals is deemed satisfied for electronic contracts when the act is established and preserved under Articles 1366 and 1367 and the process lets each party have access to an exemplar on durable media. It also states that a party who has partially performed cannot rely on the absence of multiple originals or the missing mention of their number. The official Article 1375 text is particularly useful for a cross-border workflow in which the parties receive separate downloads from one signing platform.
The file should not contain only the “completed” PDF. Keep the signing invitation, the document presented at each step, the sequence of signatures, the certificate or provider validation report, failed attempts, re-issued invitations, and any change log. If one signatory signed on Monday and another received a revised annex on Tuesday, the business must be able to show which version was accepted by whom. An automated email saying “document completed” may be useful, but the platform export is the primary technical evidence.
French case law illustrates why a visible signature image and a reliable electronic process must be distinguished. In Cass. com., 13 March 2024, no. 22-16.487, the Court of Cassation stated that le procédé consistant à scanner des signatures, s’il est valable, ne peut être assimilé à celui utilisé pour la signature électronique qui bénéficie d’une présomption de fiabilité par application de l’article 1367, alinéa 2, du code civil.
The decision did not say that a scanned image can never have any evidential value. It refused to give it the specific treatment attached to a reliable electronic-signature process and examined whether the surrounding evidence proved personal consent.
The earlier commercial decision in Cass. com., 12 March 2013, nos. 11-19.730 and 11-25.079 dealt with an alleged high-value amendment circulated as a scanned document. The court record describes the process as follows: les signatures manuelles, apposées selon le processus ci-dessus rappelé, numérisées avec un scanner puis collées dans un document électronique, ne constituaient pas des signatures électroniques au sens de l’article 1316-4 du code civil
. It also found that the sender had not demonstrated a reliable identification link. The statutory numbering in that older decision predates the current Article 1367 wording, which is why the case should be read for its evidential reasoning rather than copied as a current article citation.
That reasoning is directly relevant to a foreign founder who receives a PDF with a pasted image of a director’s signature. Ask: who created the image, on which final file, under what instruction, and with what proof that the director personally approved it? An email chain can strengthen the case, especially when it records clear acceptance and performance. It does not automatically recreate the technical presumption available to a qualifying electronic-signature process.
The opposite risk is assuming that a technically branded document is persuasive when the human signatory cannot be identified. In Cass. com., 6 November 2019, no. 17-26.849, the Court of Cassation approved the assessment that the alleged contract had no company stamp, the signatures were not preceded by names identifying the signatories, and the surrounding documents did not establish the contractual clause. The ruling records that the lower court retained that the document n’avait pas de valeur probante
. The case did not concern a modern qualified-signature platform, but it shows the continuing value of basic corporate identification and consistent performance evidence.
A company should also preserve the evidence of how the document was used after signing. Did the French company issue a purchase order? Did the foreign customer pay the deposit, accept delivery or ask for a change under the signed warranty? Did either side object to the signature within days? Conduct does not make every defective contract valid, but it can help a court determine whether the parties reached an agreement, what version they understood, and whether a person acted with apparent authority. Put those records in the same matter file rather than leaving them across an accountant’s mailbox, a group drive and a foreign provider account.
Retention must be proportionate and lawful. The audit trail may contain identity documents, IP addresses, telephone numbers and other personal data. Limit access, document the business purpose, respect applicable data-protection rules, and make sure the retention period covers the contractual limitation period and any regulatory or accounting obligation. If a provider stores the only audit trail outside Europe, export it while the account is active and record the export date. A business should not discover during litigation that a former administrator closed the account and the proof was deleted with it.
B. How should a party challenge the signature, enforce the contract or preserve proof?
A challenge should be specific. “The signature was foreign” is generally not a complete legal objection. The party challenging the contract should identify the exact defect: the signatory denies using the account; the phone or email was controlled by somebody else; the document changed after signing; the certificate was invalid or revoked at the relevant time; the invitation showed another version; the person lacked authority; the terms were never made available; the consent was obtained through fraud, mistake or duress; or a mandatory form was missing. The party relying on the agreement should answer each issue with a document, not only with a screenshot of the completed status.
Begin with a preservation notice. Instruct the company, parent, signatory, provider, bank and relevant advisers not to delete the contract record, audit trail, identity checks, access logs, emails, chat messages, board papers or document versions. Ask the provider to preserve its server-side evidence and explain its export and validation method. If the provider will only disclose the file to the account holder, the account holder should download it immediately and keep the original metadata. If a foreign provider is involved, check its terms for data-access deadlines, governing law, subpoena procedure and the location of the relevant records.
If proceedings have not yet started and the proof may disappear, Article 145 of the French Code of Civil Procedure can be relevant. The official text states: S’il existe un motif légitime de conserver ou d’établir avant tout procès la preuve de faits dont pourrait dépendre la solution d’un litige, les mesures d’instruction légalement admissibles peuvent être ordonnées à la demande de tout intéressé, sur requête ou en référé.
See Article 145 of the Code of Civil Procedure. This is a procedural route, not an automatic right to obtain every internal file. The applicant must identify a legitimate reason, a potential dispute and a legally admissible measure, while the court will consider proportionality, confidentiality and the connection with the future claim.
The commercial claimant should then choose a coherent enforcement route. Send a formal notice that identifies the contract, the signature event, the obligation due, the amount, the performance provided and the deadline to cure. Attach or offer the signed document, the validation report and the relevant authority evidence. A formal notice should not disclose more personal data than necessary. If the contract contains a dispute-resolution clause, governing-law clause, arbitration agreement or jurisdiction clause, analyse it before filing. A French commercial court may be competent in some situations, but a foreign counterparty, an arbitration clause, an exclusive jurisdiction agreement or a mandatory European rule can change the forum.
The defending company should avoid an imprecise refusal that may contradict its own records. It should identify whether it disputes the fact of signing, the signatory’s capacity, the document’s version, the content of the obligation or the claimant’s performance. If the company accepts that its director used the platform but disputes the price schedule, the dispute is about incorporation or modification, not basic identity. If an employee used a shared account without authority, the company should produce its delegation matrix, access policy, internal approval rules and any evidence showing that the counterparty knew or should have known of the limits.
Authority disputes can turn on the company’s legal form and the visible role of the signatory. The president of an SAS generally represents the company within the statutory framework, while a special delegation may limit an employee’s external power. A gérant of an SARL may have broad representation powers, subject to statutory and corporate limits. A director of a foreign parent may have no power to bind the French subsidiary unless the subsidiary’s corporate documents, a mandate or the parties’ conduct supports that conclusion. Never infer the answer only from a job title translated into English. Obtain the French company’s current registration record and the relevant appointment or delegation.
The 2022 employment decision Cass. soc., 14 December 2022, no. 21-19.841 is a useful caution against over-simplifying scanned signatures. The court approved the conclusion that, where it was not disputed that the image was the manager’s signature and that the manager was authorised, l’apposition de la signature manuscrite numérisée du gérant de la société ne valait pas absence de signature
. The case arose under the special rules for a fixed-term employment contract, not a private international commercial agreement. Its practical lesson is narrow but important: identity and authority can make a scanned image relevant even though it is not an electronic signature and does not receive the same reliability presumption.
That decision should be read together with the commercial cases, not used against them. A scanned image with a named authorised director, an unmistakable final contract and consistent performance is a different evidential situation from a pasted signature on a disputed draft, with no original and no proof of personal approval. The court’s task is to assess the complete record. A foreign founder should therefore preserve both the technical signature file and the ordinary business evidence that establishes the parties’ intention.
When the objection concerns the foreign provider, distinguish provider accreditation from contract evidence. Ask whether the signature is qualified, advanced or another form under the provider’s classification; whether the certificate was valid when signed; whether the validation report can be checked independently; whether the signer controlled the creation data; and whether the signed data detects later changes. The result may be stronger where the provider appears on an official trusted list, but a label alone cannot answer a dispute about the signatory’s corporate power. For a high-value transaction, include a contract clause requiring the parties to retain and produce the audit trail, identifying the accepted signature process and stating how notices and amendments must be signed.
Amendments deserve a separate control. A side letter, order form or pricing schedule signed by a foreign executive can alter the commercial balance even if the main agreement contains a “no oral modification” clause. Compare the clause’s requirements with the later process. Check whether the amendment names the parties, identifies the base agreement, states the changes and was accepted by each required signatory. If a platform creates a new envelope after a failed signing attempt, retain the failed and completed envelopes and explain why the final one controls. A clean chronology often resolves a dispute before expert technical evidence is needed.
For disputes about emails or informal acceptance, Article 1113 and Article L110-3 should be read together. A commercial agreement can be shown by several forms of evidence, and a declaration or unequivocal conduct may show intent. But an email saying “we are aligned” may still be a negotiation if price, scope or liability remained open. The answer depends on the wording, the surrounding exchanges, the parties’ practice and the chosen law. If a foreign customer performed only part of the work, that may show a relationship existed without proving that every annex or limitation clause was accepted.
For a company seeking payment, the working checklist is simple but demanding:
- Identify the debtor, creditor, legal entities, registration numbers and signatories.
- Freeze the exact signed document and export the platform audit trail and validation report.
- Match every signature to an appointment, Kbis or RNE record, delegation, power of attorney or board approval.
- Compare the signed version with the circulated draft, annexes, general terms and later amendments.
- Collect performance evidence: delivery, acceptance, invoices, payment, support or use of the service.
- Check governing law, forum, arbitration, notice and amendment clauses before sending the formal notice.
- Set a short internal deadline to preserve provider evidence, because access can be lost when a user or subscription ends.
For a company defending a claim, the checklist reverses the emphasis: request the original validated file rather than accepting a printout; ask for the audit trail and the version history; test the alleged signatory’s authority; identify any missing annex or changed term; document timely objections; and avoid destroying or altering the original file during internal review. If the counterparty relies on a foreign certificate, request the certificate chain and the provider’s validation result as at the signature date. If the counterparty relies on a scanned image, ask for the original paper document or evidence that the authorised person approved the exact image and final terms.
A dispute may also involve a French filing or corporate decision. INPI’s Guichet unique is the channel for many business formalities, and its RNE record helps verify the company’s public identity; it is not a repository of every commercial agreement signed by the company. The INPI page on documents proving a company’s existence distinguishes the RNE certificate from the Kbis. Use those documents to prove the company’s existence and visible representatives, then obtain internal authority records for the transaction itself.
Finally, do not confuse contract signature evidence with e-invoicing compliance. France’s tax administration explains that the upcoming structured e-invoicing framework uses defined data and approved platforms; an ordinary PDF sent by email does not become a structured electronic invoice merely because it is digital. The official impots.gouv.fr page on electronic invoicing and approved platforms addresses that separate obligation. A contract may be valid while an invoice process is non-compliant, or an invoice may be paid while the underlying contract remains disputed. Keep those analyses separate.
Conclusion
A foreign electronic signature can bind a French company. Nationality, residence and the location of the signing platform do not by themselves defeat the contract. The decisive file combines a reliably identified person, a signature linked to an unaltered final document, an expression of consent, and proof that the person had authority to commit the French legal entity. Under eIDAS, a qualified electronic signature has the equivalent legal effect of handwriting, while a non-qualified signature remains admissible and must be assessed on its reliability and surrounding evidence.
For a foreign founder, the practical standard is therefore higher than “the platform says completed”. Preserve the validated original, the audit trail, the certificate information, the Kbis or RNE records, the delegation or corporate approval, the final terms and the evidence of performance. If a dispute starts, challenge the precise defect or enforce the precise obligation, protect the provider records and check the governing-law and forum clauses before acting. A properly assembled cross-border evidence file can turn an apparently uncertain click into a contract that a French court can understand and assess.
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