Your French SAS or SARL is registered, the bank account is open, the Kbis extract — the French company’s official identity card issued by the commercial court registry (the greffe) — sits in a drawer, and then reality hits: the launch is delayed, the contract that justified the French entity is postponed, or you simply need to pause trading for a year while you restructure. Closing the company feels premature; keeping it fully active feels expensive. French law offers a middle path known as the mise en sommeil, the “dormancy” or, in the language of the registry, the cessation totale et temporaire d’activité — a total and temporary cessation of activity recorded at the Registre national des entreprises (RNE), the national business register which, since 1 January 2023, centralises all company filings through a single online portal operated under the authority of the INPI, the French intellectual property and business formalities institute.

Dormancy is not a sleep mode that suspends every obligation. The company keeps its legal personality, its SIREN number (the nine-digit identifier assigned by INSEE, the national statistics institute), its bank account and its registration at the RCS, the registre du commerce et des sociétés held by each commercial court registry. What changes is that trading stops — no revenue, no employees, no invoices — while a core set of accounting, tax and registry duties continues to run in the background. Foreign founders who live abroad are the most exposed to the trap of dormancy done badly: the registry’s warning letters go to the French registered office, the tax filings remain due even at zero revenue, and after two years of recorded inactivity the registrar gains the power to strike the company off the register altogether, without asking a court.

This guide explains, for a foreign owner of a French company, how dormancy is validly declared, which obligations survive the pause — annual accounts, the corporate income tax return, VAT filings and the cotisation foncière des entreprises (CFE) — and how to manage the two-year cliff: reactivate the company properly, or convert dormancy into an orderly winding-up. Every legal reference below is quoted from the official text in force, with a link to Légifrance, the French government’s official legislation portal.

I. How to place a French company into dormancy: the RNE declaration and the obligations that survive the pause

A. Declaring the total and temporary cessation of activity: who decides, and what the registry records

The first point to understand is that French law does not provide a dedicated “dormancy statute”. Dormancy is a factual situation — the company no longer trades — which must be reflected at the registry through a standard modification filing. For a company (a personne morale, a legal person), the declaration is governed by article R. 123-263 of the Commercial Code, which lists the events that must be recorded at the RNE. Its 3° provides, word for word: « Pour chaque établissement, la cessation totale d’activité, qu’elle soit temporaire ou définitive » — “for each establishment, the total cessation of activity, whether temporary or definitive”. The choice of the word “temporary” is what turns the filing into a dormancy rather than a winding-up: you are telling the State that activity has stopped, but that the company may resume.

Who takes the decision? Nothing in the Code imposes a shareholders’ vote: dormancy does not amend the articles of association, because the corporate purpose (objet social) stays intact. In practice, the decision belongs to the corporate body that runs the company — the président of a SAS acting under the powers given by the bylaws, the manager (gérant) of a SARL, or, where the bylaws so provide, a collective decision of the partners. A written record of the decision is strongly advisable: the registrar, the bank and the tax office may all ask who authorised the pause, and a foreign group will want the decision minuted for its own governance file. If you have not yet chosen your vehicle, our guide on how a foreign founder should choose between a French SAS, SARL, branch or subsidiary explains why the SAS’s flexible bylaws make these operational decisions simpler.

The filing itself is made online through the INPI one-stop shop (procedures.inpi.fr), which replaced the former paper filings at each commercial court registry. The legal basis for this channel is decree n° 2022-1014 of 19 July 2022 on the RNE, which defines both the content of the declarations and the electronic route. Once processed, the registry updates the company’s record: the cessation of activity appears on the company’s public profile, and any third party ordering an extract will see that the company is recorded as inactive. The SIREN stays allocated, the Kbis keeps being issued — now showing the cessation — and the company remains liable for its debts and entitled to its rights. Contracts are not terminated by dormancy: a commercial lease, a domain name, a pending litigation all survive the pause.

One caution specific to foreign founders: the declaration is made for each establishment. If your company runs a Paris head office and a warehouse in Lyon, you must declare the cessation for each establishment; declaring only one leaves the other active in the registry’s eyes, with the filings that follow. And if the company still employs staff, dormancy implies dealing with the employment contracts first — a dormant company with an employee on payroll is a contradiction the URSSAF (the social contributions collector) will spot immediately, since wage declarations keep flowing through the DSN, the monthly déclaration sociale nominative.

B. What does not sleep: annual accounts, the corporate tax return, VAT “nil” filings and the CFE

The most common — and most expensive — mistake of foreign founders is to assume that a dormant company owes nothing to anyone until it wakes up. French law says the opposite on four fronts.

First, bookkeeping and annual accounts. Article L. 123-12 of the Commercial Code binds every trader, individual or corporate, and states: « Elle doit établir des comptes annuels à la clôture de l’exercice au vu des enregistrements comptables et de l’inventaire » — “it must draw up annual accounts at the close of the financial year on the basis of the accounting records and the inventory”. Dormancy does not switch this duty off: the balance sheet of a sleeping company still shows its share capital, its bank balance, its debts and its cash, and the accounts must be drawn up, approved and filed every year. In a SARL, article L. 223-26 of the Commercial Code requires the annual accounts to be submitted to the partners « dans le délai de six mois à compter de la clôture de l’exercice » — “within six months of the close of the financial year” — and adds that, failing a meeting within that period, the public prosecutor or any interested person may ask the court to order the managers to convene it, if necessary under a daily penalty. The same six-month discipline applies to companies with shares under article L. 225-100, which the bylaws of most SAS reproduce or incorporate. Once approved, the accounts must be filed with the registry within one month of approval — two months when filed electronically — under article L. 232-21 of the Commercial Code.

There is one genuine relief, but it is narrow. Article L. 123-28-2 of the Commercial Code provides: « les personnes morales mentionnées au deuxième alinéa de l’article L. 123-16-1 peuvent établir un bilan abrégé et un compte de résultat abrégé lorsqu’elles n’emploient aucun salarié et qu’elles ont effectué une inscription de cessation totale et temporaire d’activité au registre du commerce et des sociétés » — companies within the micro-enterprise thresholds may draw up an abridged balance sheet and an abridged profit and loss account when they employ no staff and have recorded a total and temporary cessation of activity. The thresholds are those of article L. 123-16-1, fixed by article D. 123-200: a balance sheet total not exceeding €450,000, net revenue not exceeding €900,000 and no more than ten employees. Two limits matter in practice. The relief expires at the latest « à l’issue du deuxième exercice suivant la date de l’inscription » — at the end of the second financial year following the registration of the cessation — and it disappears if any operation modifies the structure of the balance sheet during the year, which a capital increase, an asset sale or a shareholder loan capitalisation would do. A dormant company that still owns significant assets or receives any income should therefore keep full accounts.

Second, the corporate income tax return (impôt sur les sociétés, IS). Article 223 of the General Tax Code states that legal persons liable to IS must file their result « dans les trois mois de la clôture de l’exercice » — within three months of the close of the financial year — and, where the year ends on 31 December, « au plus tard le deuxième jour ouvré suivant le 1er mai », by the second working day following 1 May. A dormant company files this return (form 2065 and its schedules) showing zero or minimal activity; “no revenue” is not a filing exemption. Third, VAT: article 287 of the General Tax Code obliges every identified VAT taxpayer to file its return within the prescribed time limit, and in practice a company under the standard regime keeps filing “nil” returns (déclarations néant) or asks the tax office to be switched to a regime compatible with its inactivity — a request to make in writing, not an assumption to act on unilaterally. Fourth, the CFE: article 1447 of the General Tax Code provides that this local business tax « est due chaque année » by persons carrying on a habitual non-salaried professional activity, assessed on the premises used. A dormant company that keeps its registered office or any premises will in practice keep receiving a CFE bill — often on the statutory minimum base of its municipality — until the cessation is known to the tax office. The prudent route is to declare the cessation to the company’s tax office (service des impôts des entreprises) at the same time as the RNE filing, and to keep the proof.

Around these four pillars sit quieter duties that foreign owners forget: the professional bank account stays open and must keep being monitored (banks run periodic compliance reviews, and an unanswered questionnaire can freeze the account); insurance policies remain due; and the company must still receive and answer official mail at its registered office. That last point is not administrative folklore — it is the difference between a company that sleeps and a company that gets struck off without its owner ever knowing, as the next part shows.

II. What happens if the company stays dormant too long, and how do you restart it — or let it go?

A. The two-year line: the registrar’s power to strike the company off, and the faster route that catches absent founders

French law tolerates dormancy, but it does not tolerate it forever on its own terms. Article R. 123-130 of the Commercial Code states, word for word: « Lorsque le greffier qui a procédé à l’immatriculation principale d’une personne morale pouvant faire l’objet d’une dissolution constate, au terme d’un délai de deux ans après la mention au registre de la cessation totale d’activité de cette personne, l’absence de toute inscription modificative relative à une reprise d’activité, il peut procéder, après en avoir informé la personne morale par lettre recommandée avec demande d’avis de réception adressée à son siège social, à la radiation d’office de l’intéressée » — when, two years after the registration of the total cessation of activity, the registrar notes that no modification recording a resumption of activity has been filed, he may strike the company off the register of his own motion, after informing it by registered letter with acknowledgement of receipt sent to its registered office. Every automatic strike-off is then reported to the public prosecutor.

Three features of this text deserve the foreign founder’s full attention. The power is discretionary (“il peut”), so some companies survive longer than two years in practice — but discretion is not a right, and registries have been running systematic clean-up campaigns. The only warning is a registered letter to the siège social: if your registered office is a former coworking address you no longer use, the letter will never reach you, and the first news of the strike-off may come from your bank freezing the account or a counterparty telling you the company no longer appears on the register. And the clock runs from the registry mention, not from your internal decision: keep the filing confirmation and count two years from it.

A second, faster route exists and regularly traps founders who never declared dormancy at all. Under article R. 123-125 of the Commercial Code, when the registrar is informed that a registered person appears to have ceased its activity at the declared address, he sends a registered letter to that same address recalling the declarant’s obligations; if the letter comes back with a note that the person no longer resides there, « le greffier porte la mention de la cessation d’activité sur le registre » — the registrar records the cessation of activity on the register himself. Article R. 123-136 then provides that the registrar « radie d’office la personne qui n’a pas régularisé sa situation, à l’expiration d’un délai de trois mois à compter de l’inscription de cette mention » — strikes off, of his own motion, the person who has not regularised its situation within three months of that mention. For a founder living in London, New York or Dubai who let the French mail pile up, the whole sequence — warning letter, cessation mention, strike-off — can run its course in a few months without a single effective contact.

What does a strike-off (radiation) actually mean? It is not a dissolution. The company’s legal personality and its assets and liabilities do not vanish by administrative decision; the company loses its registration, its Kbis can no longer be issued, banks treat it as non-existent, and contracting in its name becomes hazardous. The proper end of a company’s life remains dissolution followed by liquidation, closed by a radiation declared by the liquidator within one month of the publication of the close of liquidation, as article R. 123-265 of the Commercial Code provides. A company struck off without liquidation is a corporate ghost: it may still be sued, its assets (cash, a trademark, a claim) sit in limbo, and reviving it requires a regularisation filing with proof that activity has genuinely resumed. The director who keeps signing contracts for a struck-off company also runs a personal risk, since the protection that registration gives to third parties no longer operates. The operational rules are simple: keep the registered office alive and its mail read; diarise the two-year anniversary of the dormancy mention; and never let the registry discover your inactivity before you have declared it yourself.

B. Waking the company up — or converting dormancy into an orderly winding-up

Reactivation is deliberately simple, because the company never died. You reverse the I.A sequence: a decision of the competent corporate body recording the resumption of activity, then a modification filing on the INPI portal declaring the reprise d’activité for each establishment concerned — the same article R. 123-263 mechanism, in reverse. The registry removes the cessation mention, the company’s public profile shows it active again, and the tax offices are informed through the same single channel. From that point, every suspended routine restarts in full: VAT returns on actual transactions, the IS return on real results, payroll declarations if you hire, and the accounting relief of article L. 123-28-2, if you used it, ends — the text itself provides that « la dérogation n’est plus applicable en cas de reprise de l’activité », the derogation ceases to apply upon resumption. If the pause lasted long enough that the abridged-accounts relief expired at the end of the second year, the restart changes nothing: full accounts were already due.

Before pressing the button, run a short checklist. Confirm the bank account is still operational and its compliance file up to date, since a resumption of flows after long inactivity is a classic trigger for a bank review. Check that insurance cover matches the activity you are about to resume. Verify that no CFE or tax arrears accumulated during the pause — they will surface as soon as filings restart. And if the company owns contracts or a lease, re-read the clauses: some commercial contracts treat prolonged inactivity as a default even where the registry was properly informed.

If the honest answer is that the company will never trade again, dormancy is the wrong tool beyond the short term, and the two-year rule of article R. 123-130 will eventually force the issue on the registry’s terms rather than yours. The clean exit is dissolution followed by liquidation: the partners vote the dissolution, a liquidator realises the assets and pays the debts, and the radiation is declared at the end of the process under article R. 123-265. Our guide on how to close a French company from abroad — dissolution, liquidation, power of attorney and deregistration walks through that route step by step, including how a foreign shareholder can give a power of attorney without travelling to France. Choosing between “sleep” and “close” is a business decision, but it should be taken deliberately: dormancy costs little yet never reaches zero (accounts, tax filings, CFE, registered office fees), while liquidation costs more upfront and ends the story — and the costs of doing nothing are the highest of the three, because they accumulate silently until the registrar or the bank ends the story for you.

Conclusion

Dormancy is a genuinely useful French institution for a foreign founder: a company that pauses keeps its SIREN, its name, its contracts and its history, at a fraction of the cost of running it live. But the mise en sommeil is a declared, monitored legal situation — not a drawer into which the file disappears. The declaration of total and temporary cessation at the RNE (article R. 123-263 of the Commercial Code) starts the clock; annual accounts, the corporate tax return, VAT filings and the CFE keep running (articles L. 123-12, 223, 287 and 1447); and two years after the registry mention, the registrar holds a discretionary power to strike the company off after a single registered letter to the registered office (article R. 123-130), with an even faster three-month track when the registry discovers the inactivity itself (articles R. 123-125 and R. 123-136). Declare the pause yourself, keep the mail of the registered office read, diarise the deadlines, and decide before the registry does: reactivate through the INPI portal, or liquidate cleanly.

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