You run a company in London, New York, Dubai or Singapore, and France is your next market: customers to sign, staff to hire, revenue to invoice in euros. The first legal question you face is also the most expensive to get wrong: should you incorporate a brand-new French company, and if so a SAS or a SARL, or should your existing foreign company simply open a branch or create a French subsidiary? Each vehicle changes who is liable for French debts, how profits are taxed, what the director pays in social charges, whether French banks and landlords take you seriously, and how painful an exit will be if the venture fails.
This guide gives foreign founders a practical decision framework for 2026. Part I compares the two French companies founders actually incorporate, the SAS (société par actions simplifiée, simplified joint-stock company) and the SARL (société à responsabilité limitée, limited liability company): control, share transfers, credibility, cost and timing. Part II addresses founders who already own a company abroad: branch (succursale, a local extension of your foreign company with no legal personality of its own) versus subsidiary (filiale, a separate French company owned by your foreign company). You will find the real sequence, capital deposit, blocked-funds certificate, filing on the Guichet unique (the single online business formalities portal), legal announcement, Kbis (the official certificate proving your company is registered), with the official sources to check at every step, and a 90-day action plan for tax, VAT and your first hire. Every French acronym is explained the first time it appears.
I. Should a foreign founder incorporate a SAS or a SARL in France?
A. SAS vs SARL: control of the company, transfer of shares, and credibility with French banks and partners
The SAS is governed by Article L.227-1 of the Commercial Code (Code de commerce), which leaves the internal organisation almost entirely to the articles of association (statuts): one president (président) minimum, no board required, voting rights and vetoes freely designed. The SARL is governed by Article L.223-1 of the same Code, a stricter and more protective statute: decisions follow standard majorities, and the transfer of shares (parts sociales) to outsiders requires the approval (agrément) of the existing shareholders holding at least half of the capital. The official service-public.fr guide to the SAS: key facts and its companion guide to the SARL: key facts confirm this structural difference, and it drives everything that follows.
If you are a solo foreign founder, both vehicles work with a single shareholder: a SASU (SAS unipersonnelle, one-person SAS) or an EURL (entreprise unipersonnelle à responsabilité limitée, one-person SARL). If you plan to raise money, grant equity to a French co-founder, or bring in a US or UK investor, choose the SAS. Investors buy shares (actions) through vesting schedules, preference shares and bespoke governance clauses that the SAS allows and the SARL resists. Convertible notes and share subscription agreements drafted under English or Delaware law map onto a SAS capital table with far less friction. French venture funds almost never invest in SARLs, and converting a SARL into a SAS later costs notary-level paperwork, a new legal announcement and a full re-registration cycle you could have avoided on day one.
If control within a small circle matters more than fundraising, the SARL has genuine virtues. The agrément procedure locks the capital: no shareholder can sell to a stranger without the others agreeing, which suits family businesses and joint ventures between two known partners. Management is stable and cheap: the gérant (manager) runs the company day to day, and a majority gérant pays social charges under the self-employed regime (travailleur non salarié, TNS), which costs roughly 40 to 45 percent of net professional income with leaner pension rights. By contrast, the paid president of a SAS is affiliated to the general social security scheme as an assimilated employee (assimilé salarié) under Article L.311-3 of the Social Security Code (Code de la sécurité sociale), paying around 60 to 75 percent of net salary in employer plus employee charges but earning fuller health, pension and daily-allowance coverage. The official pages on SAS social charges and SARL social charges set out both regimes, and the tax pages on SAS taxation and SARL taxation explain the matching corporate-tax defaults: both default to corporate income tax (impôt sur les sociétés, IS) at 25 percent under Articles 206 and 219 of the General Tax Code (Code général des impôts), with a temporary option for income-tax transparency available to young small companies.
Credibility with French counterparties is the tiebreaker most foreign founders underestimate. French banks, commercial landlords and enterprise buyers read a Kbis the way American landlords read a credit score. A SAS with a paid-up capital of 10,000 euros or more, a named president resident in the EU, and a real French business address signals substance; a company with 1 euro of capital and a foreign-only director triggers enhanced checks. Both the SAS and the SARL can legally be formed with 1 euro of capital, but banks may refuse the professional account or demand the founder’s personal guarantee when capital is symbolic, and landlords routinely ask for the latest balance sheet plus a deposit equal to six to twelve months of rent. The SAS also wins on employee equity: free-share plans (attribution gratuite d’actions, AGA) and stock-options attach naturally to SAS shares, while SARL employee ownership is technically awkward and rarely used. If hiring French engineers with equity is on your roadmap, that alone settles the choice.
One risk is specific to non-resident directors and deserves a straight answer. A foreign national can be president of a SAS or gérant of a SARL without living in France, provided the person holds a valid right to manage, and for non-EU nationals this generally means a long-stay visa or residence permit authorising business activity, a topic that belongs to immigration counsel, not company law. What company law does require is a reachable registered office (siège social): domiciliation with an authorised provider is lawful and standard, but the tax administration and the court registry (greffe, the clerk’s office of the commercial court that keeps the company register) must be able to serve papers there. A letterbox that bounces mail can lead to removal from the register and, in a dispute, to court summons deemed validly served at a dead address.
B. How much incorporation costs and how long it takes: capital deposit, bank account, filing, legal notice and the Kbis
Budget 1,500 to 4,000 euros all-in for a standard SAS or SARL formed with counsel, or 500 to 1,200 euros if you handle a simple file yourself and pay only the registry, announcement and address costs. The official overview how to create a company lists the mandatory sequence, and each step below links to the official fiche that governs it. First, draft the statuts; the official guide to drafting and registering articles of association explains the compulsory clauses: name (dénomination), purpose (objet social), registered office, capital, duration, and director appointment. For a SAS, add the governance clauses investors expect: share transfer approval or lock-up, leaver and vesting rules, anti-dilution, and a presidency change clause that lets shareholders remove the president without cause, since a president without contractual protection can otherwise claim damages after a brutal removal.
Second, deposit the capital. At least half of cash contributions must be released on incorporation for a SAS and at least one-fifth for a SARL, with the balance payable within five years. The official fiche on forming and depositing share capital details the mechanics: the funds go to a bank, a notary (notaire) or the Caisse des dépôts, which issues the blocked-funds certificate (attestation de dépôt des fonds) needed for registration. This is where foreign founders lose the most time. French banks must verify the origin of funds, the identity of every ultimate beneficial owner (bénéficiaire effectif, any individual holding directly or indirectly more than 25 percent), and the coherence of the business plan, and a non-resident file routinely takes three to six weeks. Start the bank process before you finalise the statuts, keep every transfer traceable from a personal account in your own name, and know your fallback: if a bank refuses to open the professional account, the official page on refusal to open a business bank account: rights and remedies explains the right-to-an-account procedure (droit au compte) before the Banque de France, which designates a bank obliged to open at least a basic account.
Third, publish a legal announcement (annonce légale) of formation in an authorised journal for the department of the registered office; the official guide to publishing the formation notice gives the mandatory content and flat-rate pricing, typically 100 to 250 euros depending on the department and length. Fourth, file everything on the Guichet unique, the single online portal run at formalites.entreprises.gouv.fr, which replaced the old centres de formalités and routes your file to the greffe, the tax office and the social bodies; the official fiche on company registration formalities walks through the filing. The greffe registers the company in the National Business Register (Registre national des entreprises, RNE, operated by the INPI, Institut national de la propriété industrielle, the French intellectual-property and business-registration office, inpi.fr) and the tax administration issues the identification numbers: SIREN (nine digits identifying the company) and SIRET (fourteen digits identifying each business premises), explained in the official pages on how to obtain a Siren or Siret number and business identification numbers. The Kbis, the company’s identity card, follows: the official guide how to obtain a K or Kbis extract explains who can request it and what it proves. In a clean file, count two to four weeks from signed statuts to Kbis; in a file with a non-resident director, foreign-language documents requiring sworn translation, or a bank dragging its feet on the capital deposit, count six to ten weeks and plan your first customer contracts accordingly.
II. Branch or subsidiary: how should your existing foreign company enter France?
A. Branch (succursale) versus subsidiary (filiale): liability, tax personality, image and exit compared
A branch is not a company. It is the French extension of your existing foreign company: same legal person, no separate capital, no separate balance sheet. A subsidiary is a new French person in law, typically a SAS owned 100 percent by your foreign parent, with its own capital, its own Kbis and its own liability shield. That single distinction answers most founder questions. With a branch, the foreign parent is directly and fully liable for everything the branch signs, hires or owes in France: leases, employment claims, tax reassessments. With a subsidiary, only the subsidiary’s assets answer for its debts, provided you capitalise it seriously, document intra-group services at arm’s length, and never let the parent quietly pay the subsidiary’s suppliers in ways a liquidator could later recharacterise.
Tax follows the same fault line. A French subsidiary is a French taxpayer like any other: corporate income tax (IS) at 25 percent on its French profits under Articles 206 and 219 of the General Tax Code, quarterly IS advance payments (acomptes) once profitable, and VAT registration with French returns when its turnover crosses the applicable thresholds. A branch of a foreign company operating commercially in France is generally also taxed in France on the profits attributable to its French activity, because sustained local business premises and staff constitute a taxable presence (établissement stable, the permanent-establishment concept used by tax treaties to allocate taxing rights). Founders sometimes imagine the branch keeps them outside French tax; in practice a branch with an office, employees and customer contracts in France files and pays in France much like a subsidiary, while adding the paperwork of reconciling two accounting systems. The international tax pages of the French tax administration at impots.gouv.fr/international are the authoritative starting point for treaty questions, and our separate analysis of a Dubai company opening a French branch: tax, VAT and formalities works through a concrete non-EU example.
Image and operations usually decide the rest. A subsidiary with a French Kbis in its own name opens bank accounts, signs enterprise contracts, answers public tenders and sponsors employee visas as a French employer; procurement departments and landlords treat it as a domestic counterparty. A branch shows a foreign registration number on French paperwork, which sophisticated buyers accept but which slows down bank onboarding, lease negotiation and regulated-sector approvals. Hiring is possible under both, since either vehicle registers as an employer and affiliates staff to French social security, but candidates and staff representatives read a subsidiary as commitment and a branch as a trial balloon. Exit is the mirror image: closing a branch means deregistering, settling French creditors and carrying the parent’s residual liability home, while closing a subsidiary means a formal dissolution and liquidation with its own creditor procedure, explained in the official guide to winding up a company (voluntary dissolution). Our companion guide to closing a French company from abroad details that path for non-resident owners.
The decision rule we give clients is deliberately simple. Choose the branch only when you need a light, fast, reversible presence: testing demand for twelve to eighteen months, seconding one or two people, invoicing through the parent while building a pipeline. Choose the subsidiary, almost always a SAS, as soon as France must stand on its own: local revenue worth protecting, French hires beyond the founding team, contracts requiring a French counterparty, fundraising earmarked for the French market, or any regulated activity. The branch looks cheaper on day one and costs more in friction every quarter after; the subsidiary costs more on day one and pays for itself in credibility, clean liability lines and a saleable asset if the French business succeeds.
B. Your first 90 days after the Kbis: corporate tax, VAT, payroll, and the annual legal calendar
The Kbis is the starting gun, not the finish line. In the first month, activate the tax accounts: the company is liable for corporate income tax from its first financial year, and once it turns a profit it pays IS in four quarterly advances with a final settlement, so calendar the advance dates with your accountant (expert-comptable) before the first year-end surprise. VAT (taxe sur la valeur ajoutée, TVA) registration is automatic upon incorporation, but the applicable regime depends on turnover: the basic exemption (franchise en base) keeps small turnovers off VAT returns, while the simplified and normal regimes impose periodic VAT returns (déclarations de TVA) and strict invoice mentions. Check the thresholds for your activity the year you start, because crossing a threshold mid-year without compliant invoicing produces penalties plus interest that no early-stage margin absorbs gracefully. The tax administration’s international pages at impots.gouv.fr/international and the official SAS and SARL tax fiches at SAS taxation and SARL taxation anchor this setup phase.
Hiring your first French employee is the second 90-day project, and French law front-loads the formalities. Before the employee’s first day, the employer files the pre-hiring declaration (déclaration préalable à l’embauche, DPAE) with URSSAF (Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the agency collecting social security contributions), registers the employee with the health insurance fund, organises the occupational medical visit, and sets up payroll with the applicable collective bargaining agreement (convention collective), which fixes minimum salaries, trial periods and notice rules above the statutory floor. The official guide to private-sector hiring procedures and formalities lists each step, and the minimum wage (SMIC, salaire minimum interprofessionnel de croissance) plus the agreement minimum together set the real hiring cost: gross salary plus roughly 42 to 47 percent in employer charges. Our companion analysis of the minimum salary for a first hire in France models that cost for a foreign founder’s budget. Never start someone on a trial day without the DPAE: Article L.1221-10 of the Labour Code (Code du travail) requires the declaration before any work begins, and undeclared work (travail dissimulé) exposes the company to criminal fines, back charges and a ban on public contracts.
The third project is the annual legal calendar, which foreign owners discover too often through penalties. Each year the shareholders must approve the annual accounts within six months of the financial year-end, file the approved accounts with the greffe for publication, hold the required meetings with written minutes (procès-verbaux), update the beneficial-owners register when holdings change, and keep the company data on the Guichet unique current. Miss the filings and the Kbis shows the gap to every bank and buyer who pulls it. Our annual legal and tax calendar for foreign owners of French companies gives the full deadline map, and the guide to registration and filing formalities plus the INPI portal at inpi.fr are the official references for every update. One practical tip closes the loop: appoint the expert-comptable before the Kbis arrives, not after the first deadline passes. A good accountant files the DPAE workflow, the VAT option, the IS advances and the accounts approval chain as one system, which is exactly what a founder running the business from another country needs.
Conclusion
The four vehicles reduce to two decisions. If you are building a French business from scratch, incorporate a company, and default to the SAS: investor-compatible shares, free-form governance, assimilated-employee protection for a paid president, and employee equity that French talent understands. Keep the SARL for the cases it genuinely serves, a closed circle of known partners who value locked capital and the leaner self-employed charges of a majority gérant over fundraising flexibility. If you already own a company abroad, match the vehicle to your commitment: a branch for a reversible twelve-to-eighteen-month test, a French subsidiary, again usually a SAS, as soon as France hires, signs and invoices at scale. In every configuration the sequence is identical, serious capital on deposit, traceable funds, sworn translations where needed, legal announcement, Guichet unique filing, Kbis, then the 90-day sprint through IS advances, VAT setup, DPAE-compliant hiring and the annual calendar. Founders who respect that order get a company French banks trust, employees join and buyers acquire; founders who improvise discover each skipped step later, with interest. If your situation mixes nationalities, visas, group recharges or a regulated activity, take advice before you file, because the cheapest moment to fix a vehicle choice is before the statuts are signed.