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Maître Reda KOHEN, avocat au Barreau de Paris
Maître Reda KOHEN
Avocat au Barreau de Paris

Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire

You have customers, investors or partners in France and you want to set up a company there, but you do not live in France and you do not speak administrative French. Where do you start, how long does it take, how much money must you deposit in a bank, and what happens after the company is registered? This guide answers those questions in order, from a business reader’s point of view. It explains every French acronym you will meet along the way: Kbis (the official identity card of your company), greffe (the registry office of the commercial court), URSSAF (the body that collects social contributions), BODACC (the official gazette where company creations are published), SIREN and SIRET (your company identification numbers), TVA (the French VAT), and IS (the French corporate tax). Part I covers the set-up phase: choosing between an SAS, an SARL, a branch or a subsidiary, then opening a corporate bank account as a foreigner and obtaining your Kbis extract. Part II covers life after registration: the director’s social security status, VAT registration, hiring your first employee, corporate tax basics and the annual legal calendar of a French company. Each step cites the applicable statute and the official source where you can verify it.

I. How to set up your French company without getting blocked: SAS vs SARL vs branch and the bank account hurdle

A. SAS vs SARL vs branch vs subsidiary: which vehicle should a foreign founder choose?

French company law offers foreign founders a simple starting point: you do not need to be French, live in France or hold a French visa to own shares in a French company. A United States, British, Canadian or Gulf founder can own 100% of a French company from abroad. Residence permits only become relevant if you personally move to France to run the company day to day, which belongs to immigration law and is not covered here. Once that is clear, the real choice is between four vehicles: the SAS, the SARL, the branch and the subsidiary.

The SAS (société par actions simplifiée, simplified joint-stock company) is the vehicle most foreign founders choose, and for good reasons. It is governed by Article L227-1 of the Commercial Code (Code de commerce), which leaves the founders almost entirely free to organise management in the bylaws (statuts). There is a single mandatory officer, the président (president), who represents the company towards third parties. Voting rights, quorums, transfers of shares, approval clauses and preferred shares can all be tailored. The minimum share capital is one euro, although a credible amount is strongly recommended when dealing with banks, landlords and suppliers. The one-person version is called a SASU (société par actions simplifiée unipersonnelle). Shares in an SAS cannot be offered to the general public, but private fundraising from identified investors is possible. For a founder who wants flexibility, future fundraising and stock-option-like instruments for key hires, the SAS is almost always the right answer.

The SARL (société à responsabilité limitée, limited liability company) is governed by Article L223-1 of the Commercial Code and follows a stricter statutory template. It is managed by one or more gérants (managers), transfers of shares to third parties require the approval of the existing shareholders, and leaving the company or bringing in investors is procedurally heavier than in an SAS. Its one-person version is the EURL (entreprise unipersonnelle à responsabilité limitée). The SARL remains popular for family businesses, small shops and conservative structures where the founders want a rigid, protective framework. For a foreign-owned operating company that may hire, raise funds or reorganise, the SAS is generally more practical. In both the SAS and the SARL, the shareholders’ liability is limited to their contributions: your personal assets are protected if the company fails, provided you have not signed personal guarantees and have not committed management misconduct.

The branch (succursale) is a third option, but it is often misunderstood. A branch has no legal personality of its own: it is the foreign parent company acting directly in France. Contracts, debts and court cases in France bind the parent. Registration is lighter than incorporating a company, because there are no bylaws to draft and no capital to deposit, but the branch must still be registered on the French Trade and Companies Register (Registre du commerce et des sociétés, RCS) through the guichet unique (single online filing portal run by the INPI, the French intellectual property and business formalities institute), and it must file the parent company’s accounts. Banks, landlords and French customers frequently prefer dealing with a French company with its own capital, and the parent’s unlimited exposure makes the branch unattractive for risky operations. A lighter variant, the liaison office (bureau de liaison), may only conduct non-commercial activities such as prospecting and cannot invoice customers in France, so it suits market exploration rather than real business.

The subsidiary (filiale) is simply a French company, usually an SAS, whose shares are held by the foreign parent company. It has its own legal personality, its own Kbis extract, its own bank account and its liability is ring-fenced. This is the standard structure for a foreign group establishing lasting operations in France: the parent controls the subsidiary through shareholder decisions, the subsidiary hires staff and signs French contracts, and dividends can flow back to the parent under the applicable tax treaty and European rules. Setting up a subsidiary means going through the full incorporation process described below, with the parent company identified as shareholder and a natural person designated to represent it.

Incorporation itself follows a fixed sequence. First, the founders draft and sign the bylaws, check that the company name is available, and fix the registered office (siège social), which can be a commercial lease, a domiciliation contract with an approved provider, or, under conditions, the director’s home. Second, the cash contributions are deposited in a blocked bank account, as explained in the next section. Third, a single filing is made on the INPI guichet unique, which has replaced the former centres de formalités des entreprises and forwards the file to the greffe of the competent commercial court. Fourth, the greffe registers the company on the RCS and issues the Kbis extract, the company’s official identity document showing its name, legal form, capital, address, SIREN number, activity and directors. Fifth, INSEE (the national statistics institute) assigns the SIREN number (nine digits, identifying the company) and the SIRET number (fourteen digits, identifying each business premises), plus an APE activity code. Finally, the creation is announced in the BODACC (Bulletin officiel des annonces civiles et commerciales), the official gazette. Practical guidance on each of these steps is published in English and French on the official service-public.fr business portal. Since the 2023 reform, paper filings at the counter have essentially disappeared: expect everything to happen online, with processing times of a few days to two or three weeks depending on the greffe and the completeness of your file.

Two related filings are frequently forgotten by foreign founders. Companies must declare their bénéficiaires effectifs (beneficial owners, any natural person holding more than 25% of the capital or voting rights) to the Register of Beneficial Owners kept by the greffe, and keep that declaration up to date. And certain regulated activities, such as finance, health, construction trades, food service or private security, require prior authorisations, diplomas or insurance before registration. Check the regulated-activity lists on official portals before choosing your activity code, because a company registered with the wrong activity will face delays when opening its bank account or hiring.

B. How to open a corporate bank account in France as a foreigner: deposit, Kbis and what to do if the bank says no

The bank account is where most foreign incorporations slow down, so it deserves a full explanation. French law requires the company’s cash contributions (apports en numéraire) to be deposited before registration in an account opened in the name of the company being formed, with the funds blocked until the Kbis extract is issued. In practice the sequence is as follows. You contact a bank with the draft bylaws, the founders’ identification documents, proof of the registered office address and a description of the planned activity. The bank runs identity and anti-money-laundering checks, which are particularly thorough for non-resident founders, and then opens a special blocked account. Each founder wires their contribution, and the bank issues an attestation de dépôt de capital (capital deposit certificate) listing the subscribers and the amounts paid. That certificate is attached to the INPI filing. Once the greffe issues the Kbis, you present it to the bank, the funds are released to the company, and the blocked account becomes the company’s ordinary business account.

Three practical difficulties arise at this stage, and each has a solution. The first is identification. Banks must verify the identity of every shareholder and director under anti-money-laundering rules set out in the Monetary and Financial Code (Code monétaire et financier), whose provisions are published on Légifrance. Non-resident founders are routinely asked for a passport, proof of address abroad, the source of the funds, the group’s organisation chart and, for corporate shareholders, up-to-date company documents with a sworn translation. Preparing a complete file before contacting the bank saves weeks. Some banks accept remote identification by video; others require the director to appear in person in France. Ask this question first, because it determines your travel planning.

The second difficulty is refusal. A bank may decline to open an account because the file is incomplete, the activity looks risky, or the founders have no French footprint. Refusal is not the end of the road. Under Article L312-1 of the Monetary and Financial Code, any person or company refused an account can ask the Banque de France (the French central bank) to designate a bank that will be required to open one, a procedure known as the droit au compte (right to an account). The procedure is free, the decision comes within days, and the designated bank must provide basic account services. For the initial capital deposit specifically, the law also allows depositing the funds with a notary (notaire) instead of a bank, which is a useful fallback when banks are slow. Online business banks and payment institutions licensed in Europe now compete with traditional banks for foreign founders, often with faster onboarding, but check that the institution issues deposit certificates accepted by the greffe before relying on it.

The third difficulty is timing. Capital must be paid up to at least the legal minimum at incorporation, and the balance of cash contributions must be released within five years. Contributions in kind (equipment, intellectual property, a business) require a valuation report by a commissaire aux apports (contributions auditor) above certain thresholds, which adds cost and time. If speed matters, incorporate with cash only and contribute assets later. Once the Kbis is issued, the company needs normal banking tools: transfers, direct debits, a debit card and online access. French commercial practice still relies heavily on the RIB (relevé d’identité bancaire, bank identity slip) for paying suppliers and collecting from customers, and on SEPA direct debits for recurring charges such as rent, accounting and social contributions. Order chequebooks only if your activity genuinely requires them; most business-to-business payments move by transfer.

Finally, keep the company’s money separate from your own from day one. French companies are subject to strict accounting and tax record-keeping, and mixing personal and corporate funds creates problems with the tax authorities, the auditors and any future investor’s due diligence. The company’s bank statements are the backbone of its bookkeeping, and your French accountant (expert-comptable, a regulated profession) will ask for them every month. Choosing an accountant before incorporation is one of the highest-value decisions a foreign founder can make: the accountant handles the VAT and payroll filings described in Part II and keeps the company on the right side of every deadline in the legal calendar.

II. How to run your French company after registration: directors, VAT, first hire and the annual legal calendar

A. Director status and social security, VAT registration and hiring your first employee in France

Once the Kbis is in hand, three questions arrive together: what is the director’s social status, does the company need a VAT number, and how do you legally hire the first employee. Each answer starts with a French acronym, so this section defines them one by one.

The director’s social security status depends on the legal form and the mandate. The president of an SAS is treated as assimilé salarié (treated like an employee for social security purposes): the company pays employer and employee social contributions on the president’s remuneration through URSSAF, and the president belongs to the general social security scheme, but without unemployment insurance. The majority manager (gérant majoritaire) of a SARL, by contrast, belongs to the self-employed scheme as a travailleur non salarié (TNS) and pays contributions to URSSAF under different rules and generally lower coverage, particularly for pensions and daily sickness benefits. A director who receives no remuneration pays no contributions on that mandate but earns no social protection from it either. The applicable rules sit in the Social Security Code (Code de la sécurité sociale), published on Légifrance, and contributions are collected by URSSAF (the Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales), whose employer portal is the company’s monthly meeting point. Foreign directors posted from abroad or holding multiple mandates across countries may fall under European coordination regulations or bilateral social security treaties, which is a point to have checked individually before the first payslip, because the wrong affiliation is expensive to unwind.

VAT (TVA, taxe sur la valeur ajoutée) is the second building block. A French company automatically receives a SIRET number at registration, but its intra-Community VAT number (starting with FR followed by two digits and the nine-digit SIREN) is issued by the tax office (service des impôts des entreprises, SIE) and must be verified before the company invoices European customers or recovers VAT on its expenses. Small businesses can benefit from the franchise en base de TVA (VAT exemption for small turnovers), which relieves them from charging VAT below statutory turnover thresholds but also prevents them from recovering input VAT. The thresholds and the standard 20% rate are set by the General Tax Code (Code général des impôts), available on Légifrance, with practical explanations on the impots.gouv.fr business portal. Because thresholds and invoicing rules change regularly, always confirm the current figures on those official portals rather than relying on blog posts. Companies selling goods to other European Union countries additionally file periodic Intrastat-style goods movement reports (now called the enquête statistique EMEBI in France) and, for services, European sales statements (déclaration européenne de services, DES). Missing these ancillary filings is one of the most common and most easily fined mistakes of foreign-owned companies, so put them on the accountant’s checklist from the first cross-border invoice.

Hiring the first employee is the third building block, and French employment law (Code du travail), published on Légifrance, frames it tightly. Before the employee’s first day, the employer must file the déclaration préalable à l’embauche (DPAE, pre-hiring declaration) with URSSAF, register the employee with the relevant pension and mutual-insurance bodies, arrange the occupational-health visit (médecine du travail), and provide a written employment contract for any fixed-term (CDD, contrat à durée déterminée) or part-time arrangement. The default contract is the permanent contract (CDI, contrat à durée indéterminée), which can be oral in theory but should always be written in practice. Every month the employer files the déclaration sociale nominative (DSN, the single monthly payroll return) and pays employer contributions covering health, family, retirement, unemployment, workplace accidents and supplementary pensions. Payslips follow a mandatory format, working time is measured against the statutory 35-hour week with overtime rules, and minimum pay cannot fall below the SMIC (salaire minimum interprofessionnel de croissance, the national minimum wage), revalued at least annually. Dismissal law is protective and procedural: even small companies must follow notice, meeting and notification steps, and unfair-dismissal compensation follows the statutory barème Macron scale. The realistic lesson for a foreign founder is not to improvise the first hire. A one-hour review of the contract template, the applicable collective bargaining agreement (convention collective, which often imposes higher minimums than the statute) and the payroll calendar with a French payroll provider avoids disputes that would cost far more than the advice.

One cross-cutting point connects these three topics: from the first euro of turnover, the first payslip or the first VAT return, deadlines run monthly or quarterly and penalties accrue automatically. The founder’s job is not to master every filing personally but to build the right triangle around the company: an expert-comptable for accounts, tax and payroll coordination, a bank that understands international founders, and a lawyer for contracts, disputes and structural decisions. With that triangle in place, the director’s status, the VAT number and the first hire become routine operations instead of recurring emergencies.

B. Corporate tax basics and the legal calendar of a French company: what to file and when

Corporate tax in France is called the IS (impôt sur les sociétés). Its standard rate is 25%, set by Article 219 of the General Tax Code, with a reduced 15% rate available on the first 42,500 euros of profit for qualifying small and medium companies largely owned by natural persons. Profits are computed from the company’s accounts with tax adjustments, and the resulting tax is paid in four quarterly instalments (acomptes) during the financial year with a final settlement (solde) after the accounts close. The annual tax return (liasse fiscale) is filed electronically within a few months of year-end. Branches are taxed in France on their French-source profits under the same rules, while dividends paid by a French subsidiary to its foreign parent may face withholding tax (retenue à la source) unless a tax treaty or the European parent-subsidiary regime reduces or eliminates it. Because the interaction between the IS, withholding taxes and the parent country’s own tax is the single largest cost driver of a French presence, an upfront tax review of the group structure pays for itself: the choice between branch and subsidiary, the funding method (equity versus shareholder loan), and the future dividend policy should be modelled before incorporation, not discovered during the first audit. Tax procedure, audits and time limits are governed by the Tax Procedures Book (Livre des procédures fiscales), published on Légifrance, and criminal exposure for deliberate tax fraud sits in the same code and in the Civil Code’s liability provisions, published on Légifrance.

Beyond the IS, two local business taxes complete the picture. The CFE (cotisation foncière des entreprises) is an annual local tax due by every company with premises in France, even a small office, declared on a specific form in the year of creation and then assessed yearly. Companies also face the employer’s construction-effort contribution, the apprenticeship tax and various sectoral levies depending on headcount and activity, all of which the accountant includes in the annual tax budget. Foreign founders are regularly surprised by the number of small French levies; none is individually large, but together they require a proper forecast rather than a single IS line in the business plan.

The annual legal calendar (calendrier juridique et fiscal) is the discipline that holds everything together. Corporate law requires the shareholders to approve the annual accounts within six months of the financial year-end, under the Commercial Code provisions on annual meetings, and to file the approved accounts with the greffe, where they become publicly consultable. Listed below are the recurring milestones of a standard company closing its accounts on 31 December; companies with a different year-end shift the dates accordingly, and the accountant confirms the exact timetable each year:

  • January: payroll annual summaries, professional-tax declarations and verification that the beneficial-owners register is current after any capital movement.
  • March: first IS instalment for the current year and preparation of the VAT annual position for companies under the simplified scheme.
  • May: filing of the IS return and the full liasse fiscale for the previous year, together with any transfer-pricing documentation for group companies.
  • June: second IS instalment, shareholders’ annual meeting approving the accounts, and filing of the approved accounts with the greffe.
  • September: third IS instalment and mid-year review of VAT, payroll and intercompany invoicing.
  • October to November: CFE assessment, salary-budget planning for January, and renewal of insurance, domiciliation and regulated authorisations.
  • December: fourth IS instalment, year-end inventory and closing instructions, and scheduling of the next annual meeting.
  • Every month: DSN payroll return, VAT returns for companies under the normal monthly scheme, and payment of social contributions through URSSAF.

Missing a deadline rarely destroys a company on its own, but it triggers late-payment interest, surcharges and, in the case of accounts filings, a court injunction from the greffe or the public prosecutor requiring compliance. Persistent failure to file accounts also flags the company in every bank, supplier and investor check, because filed accounts are public and missing accounts are visible. Conversely, a company that files everything on time builds a clean public record: filed accounts, an up-to-date Kbis, no tax liens and no labour-court judgments are exactly what banks check before granting a loan and what acquirers review before making an offer. Good standing is a commercial asset, and the legal calendar is how it is earned.

Foreign founders should also know where disputes go if something goes wrong. Commercial disputes between companies fall under the commercial courts (tribunaux de commerce), employment disputes under the labour courts (conseils de prud’hommes), tax disputes under administrative or judicial courts depending on the tax, and social-security disputes under specialised judicial divisions. Proceedings are conducted in French, representation by a French avocat (lawyer, member of a French Bar) is required or strongly recommended in most cases, and limitation periods (prescription) under the Civil Code can extinguish a claim if action is delayed. Choosing the right court, meeting the deadline and preserving evidence are the three reflexes that protect a foreign company’s rights in France, and they all argue for involving counsel early rather than after the situation has hardened.

Conclusion

Setting up a company in France as a foreign founder is a structured two-act process, not an obstacle course. In the first act, you choose the SAS for flexibility or the SARL for rigidity, prefer a subsidiary over a branch when you need limited liability and credibility, deposit the capital with a bank or a notary, file once through the INPI guichet unique and receive the Kbis that makes your company a legal reality. In the second act, you give the director the correct social security status, secure the intra-Community VAT number, declare the first hire before day one, pay the IS in instalments and follow the annual legal calendar without exception. At every stage, the same method applies: verify the rule on the official source, prepare a complete file before approaching the bank, the greffe or URSSAF, and surround the company with an accountant, a bank and a lawyer who understand international founders. France rewards well-prepared companies with a deep market, skilled employees and a stable legal framework. The founders who struggle are rarely those with the weakest business plan; they are those who improvised the formalities. With the roadmap in this guide, you now belong to the first group.

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Source : Cour de cassation – Base Open Data « Judilibre » & « Légifrance ».

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4 months ago

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Thank you very much, Miss Maazaz, for this feedback. Analytical rigor and responsiveness are essential commitments of our law firm specializing in real estate law in Paris, where each case requires a tailored approach. Delighted that we were able to achieve a favorable outcome. The firm remains at your disposal. Best regards.

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