You run a company in London, New York, Dubai or Singapore and France is your next market. You need people on the ground, contracts signed in Paris, invoices with French VAT, and a credible local presence, but you are not ready to build a full French subsidiary with its own share capital, board and annual meetings. The branch, called a succursale in French law, looks like the perfect shortcut: no new company, no capital to lock up, registration in weeks. That shortcut is real, and many foreign groups start that way. But a branch is not a light subsidiary. It has no legal personality of its own, its debts are your debts, its French profits pay French corporate tax, its payroll triggers the full French social security system, and closing it later costs almost as much attention as opening it. This guide explains, in plain English, the two questions every foreign founder must answer: how do you lawfully open a branch in France and who can commit your company once it exists, and what tax, accounting and employment bills come with it, including the moment when converting the branch into a French SAS or SARL becomes the smarter move.

I. How do you open a branch (succursale) in France and who can legally bind the foreign company?

A. Registering your branch without creating a new company: the one-stop filing, the registers and the Kbis extract

A branch is an establishment of your existing foreign company on French soil, not a new legal person. That single distinction drives everything. Because no new company is born, there is no share capital to deposit, no articles of association to draft for a French entity, and no shareholder meeting to hold. But because your company will then carry on business in France, it must be identified by the French registers exactly like a domestic business. France keeps a national register of businesses, and the statute states the rule in plain terms: “Il est tenu un registre national des entreprises, auquel s’immatriculent les entreprises exerçant sur le territoire français une activité de nature commerciale, artisanale, agricole ou indépendante.” Your branch falls squarely within that duty from the day it starts trading, hiring or signing local contracts.

Since January 2023, every creation, modification or closure goes through one single electronic gateway, the guichet unique operated by the INPI, the French intellectual property and business formalities institute, on the portal formalites.entreprises.gouv.fr. The Commercial Code expresses the principle this way: “toute entreprise se conforme à l’obligation de déclarer sa création, la modification de sa situation ou la cessation de ses activités […] par le dépôt d’un seul dossier […] par voie électronique auprès d’un organisme unique désigné à cet effet.” In practice, you file one digital pack: proof of the foreign parent company’s existence, a certified translation of its incorporation documents, evidence of the French business address, the identity of the person who will run the branch in France, and the declaration of the activity. The administration then circulates your file to the tax office, the social security bodies and the commercial court registry, known as the greffe, the clerk’s office of the commercial court that keeps the local trade register, the RCS (registre du commerce et des sociétés).

Three French acronyms dominate this stage, so let us decode them once and for all. The RCS is the trade and companies register held by each greffe; your branch is recorded there with its French address and its local manager. The Kbis is the official identity card of a French business, an extract issued by the greffe proving registration, address, activity and the person entitled to sign; banks, landlords and big clients will ask for it before they deal with you. The BODACC (Bulletin officiel des annonces civiles et commerciales) is the official gazette where the creation of your branch is published so that third parties are deemed to know it exists. Without that chain, register, extract, gazette, your branch cannot open a bank account in usable conditions, cannot register for VAT smoothly, and cannot credibly hire, because every serious counterpart checks the Kbis first.

Foreign founders trip on four practical points. First, translations: registry officers read French, so every foreign corporate document needs a proper French translation, and documents from outside the European Union usually need an apostille or legalisation before anyone accepts them. Second, the address: a credible French business address with written proof, lease, sublease or domiciliation contract, is mandatory, and purely virtual addresses without the required authorisation get files rejected. Third, timing: file before you start trading, because backdating activity exposes the parent to penalties and to the tax presumption examined below. Fourth, consistency: the activity, address and manager declared at the guichet unique must match what you tell the bank, the tax office and URSSAF, the body that collects French social security contributions from employers. One contradiction across files and each administration starts asking questions. Our step-by-step hub for foreign founders walks through the bank account, Kbis, VAT and first hire sequence in detail: Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire.

B. Who signs, hires and answers for the branch: the local manager’s authority and why many groups switch to an SAS

Once registered, your branch needs a human face in France: the local manager, often titled responsable de succursale or representative of the foreign company. Unlike the president of a French SAS, whose powers are defined by company law statute, the branch manager’s authority comes from the mandate your parent company gives them, plus whatever powers French law attaches to running a registered establishment. Get this mandate wrong and you face two opposite risks: a manager who cannot sign an urgent lease or hire because the bank or the counterpart doubts their authority, or a manager who signs commitments the head office never wanted while the parent remains fully liable, because again, the branch is you. Every contract, every payslip, every tax return issued from Paris binds the foreign company directly, with no corporate veil between the branch and the parent’s balance sheet.

This is exactly why many foreign groups convert the branch into a French subsidiary within twelve to twenty-four months, most often an SAS, the société par actions simplifiée, the flexible joint-stock company, or an SARL, the société à responsabilité limitée, the classic limited liability company. The statute defines both with the same protective promise to their owners: “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” and “La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports.” Limited liability changes the risk map completely: the subsidiary, not the parent, signs the lease, employs the team and owes the tax, while the parent risks in principle only the capital it invested. For a group testing the French market, the branch offers speed; for a group staying and scaling, the subsidiary offers containment.

If you choose the SAS, understand its governance before you copy foreign habits into French articles. The SAS leaves founders wide freedom, since “Les statuts fixent les conditions dans lesquelles la société est dirigée.” You decide who manages, who votes and how. But that freedom has a hard outer shell protecting third parties: “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts. Le président est investi des pouvoirs les plus étendus pour agir en toute circonstance au nom de la société dans la limite de l’objet social.” And the same article closes the trap for founders who pile internal limits into the articles: “Les dispositions statutaires limitant les pouvoirs du président sont inopposables aux tiers”, meaning limits written in the articles cannot be held against outsiders. A clause saying the president may not sign above 50,000 euros without the parent’s written approval binds the president internally and can justify dismissing or suing them, but it does not cancel the 80,000 euro contract signed with a supplier who knew nothing of the limit.

Two recent rulings of the Commercial Chamber of the Court of Cassation, France’s supreme court for business disputes, show how strictly judges police SAS paperwork, and foreign parents drafting articles from abroad should read them as warnings. In a judgment of 19 January 2022, pourvoi No. 20-14.089, decision of the Court of Cassation, the Court recalled that “Il résulte de l’article L. 235-1, alinéa 2, du code de commerce, que la nullité des actes ou délibérations des organes d’une société commerciale ne peut résulter que de la violation d’une disposition impérative du livre deuxième du code de commerce ou des lois qui régissent les contrats.” and concluded that “aucune nullité ne peut résulter du non respect d’une telle disposition.” Translated into business language: you cannot get a shareholders’ resolution cancelled simply because some internal statutory formality was skipped; nullity is reserved for breaches of mandatory company law, not for every internal irregularity. Then, on 15 March 2023, pourvoi No. 21-18.324, published in the Bulletin and the annual Report, decision of the Court of Cassation, the Court refined the point for SAS shareholder decisions: “En vertu de l’alinéa 1er de l’article L. 227-9 du code de commerce, les statuts d’une société par actions simplifiée déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” The statute itself, verified in force, confirms: “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” Decisions taken in breach of that article can be annulled at anyone interested’s request, but breaches of purely internal statutory extras follow the restrictive nullity regime. For a foreign parent, the lesson is concrete: list in the SAS articles exactly which decisions require the parent’s collective vote, appoint a statutory auditor when thresholds demand it, keep written minutes, and never assume that an internal approval chain will protect you against third parties or cure a defective vote.

II. What tax, accounting and payroll bills come with a French branch, and when should you turn it into a subsidiary?

A. French tax on branch profits, separate accounts and the withholding trap many head offices discover too late

Opening a branch does not move your company’s tax residence, but it does create a French taxable presence, and France taxes profits earned on its territory. The corporate income tax rule, called IS (impôt sur les sociétés), now at a standard 25 percent rate, applies territorially: “les bénéfices passibles de l’impôt sur les sociétés sont déterminés […] en tenant compte uniquement des bénéfices réalisés dans les entreprises exploitées en France”. Your branch’s French profits therefore file and pay in France, through returns lodged with the French tax administration, whose business portal and guidance sit on impots.gouv.fr, even when the parent company remains resident abroad. Transfer pricing between head office and branch must reflect real activity, because the tax office can rebuild branch profits from French costs, French staff and French contracts whenever the paperwork looks artificial.

The accounting duty behind that tax bill is stricter than many foreign groups expect, and the Court of Cassation said so in the most direct terms. On 15 February 2023, pourvoi No. 21-13.288, a Bulletin-published ruling, decision of the Court of Cassation, the Commercial Chamber held: “Une société de droit étranger est tenue, lorsqu’elle exerce une activité en France par l’intermédiaire d’un établissement stable, aux obligations résultant des articles 54, 209 et 286, I, 3°, du code général des impôts, qui exigent la passation d’écritures comptables permettant de justifier des opérations imposables en France, de sorte que lorsqu’elle a méconnu ses obligations déclaratives, elle peut être présumée avoir omis sciemment de passer ou de faire passer des écritures ou avoir passé ou fait passer sciemment des écritures inexactes ou fictives dans des documents comptables dont la tenue est imposée par le code général des impôts.” Read that twice. A foreign company operating through a French stable establishment must keep accounting records capable of justifying its taxable French operations, and if it ignores its filing duties, courts may presume it knowingly omitted entries or knowingly recorded false ones. For a branch manager, the message is operational: keep French books from day one, file the French returns on time, reconcile intra-group invoices with bank movements, and never assume the head office accounts back home cover the French obligation. Our companion guide on French corporate tax for foreign owners details rates, instalments and payment discipline: French Corporate Tax for Foreign Owners: IS at 25%, Branch vs Subsidiary, and Paying on Time.

Then comes the trap almost no foreign finance director sees coming: the branch distribution charge. French law deems the profits of a French branch of a foreign company distributed to non-resident shareholders each year: “Les bénéfices réalisés en France par les sociétés étrangères sont réputés distribués, au titre de chaque exercice, à des associés n’ayant pas leur domicile fiscal ou leur siège social en France.” That deemed distribution can trigger withholding tax, the retenue à la source, under the mechanism of article 119 bis of the General Tax Code, which taxes investment income paid to persons without French tax domicile, at rates set by article 187, subject to reductions under European law and tax treaties. A subsidiary, by contrast, only suffers dividend withholding when it actually distributes dividends, which the parent can time, document and treaty-optimise. Groups that keep profits in the French company for reinvestment therefore often prefer the subsidiary, while groups that sweep cash home every year may find the branch charge less decisive, provided the applicable treaty rate is checked in advance.

Value added tax completes the picture. A branch that sells goods or services in France needs a French VAT number, charges French VAT on local invoices and files periodic CA3 returns, the standard French VAT return form. Registration delays are the classic bottleneck: you cannot invoice cleanly without the number, yet clients demand invoices immediately. File the VAT application in parallel with the trade registration, not after, and align the declared activity codes across both files. Missed or late CA3 returns draw penalties and interest automatically, and a foreign owner who discovers the backlog months later pays more to fix it than a compliant branch ever spends on routine filings. E-invoicing obligations phasing in from September 2026 add one more compliance layer for companies selling into France, so build the invoicing workflow before the first sale, not after the first tax notice.

B. Hiring through the branch, controlling employment risk and converting the branch into an SAS or SARL

The first hire through a French branch surprises many foreign employers, because French employment law applies in full from employee number one, with no startup grace period. Before anyone starts work, the employer must complete the DPAE, the déclaration préalable à l’embauche, the mandatory pre-hiring declaration to the social security bodies. The Labour Code states the rule without exception: “L’embauche d’un salarié ne peut intervenir qu’après déclaration nominative accomplie par l’employeur auprès des organismes de protection sociale désignés à cet effet.” Miss the DPAE and the hire is already irregular on day one. Then comes affiliation: branch staff join the general French social security scheme, with contributions collected by URSSAF, the network of agencies that levies employer and employee charges financing health, family, retirement and unemployment coverage. The Social Security Code casts the net deliberately wide, covering among others home workers, commercial travellers, hotel and restaurant staff and other listed categories even when they work outside the employer’s premises, as article L. 311-3 of the Social Security Code details, so a branch cannot keep French-based salespeople or consultants outside the system by calling them independent if the facts show subordination. Payslips must follow French format, paid leave accrues at two and a half days per month, and any dismissal follows French procedure with written reasons, notice and severance rules that foreign managers consistently underestimate.

Here the branch structure bites hardest. In a subsidiary, unpaid wages, URSSAF arrears and dismissal damages stop at the subsidiary’s assets, with the parent exposed only in narrow cases such as co-employment findings or manifest undercapitalisation. In a branch, there is no stopping point: every euro of salary arrears, every URSSAF reassessment with late penalties, every labour court award is a direct debt of the foreign company, enforceable against its assets under the applicable cross-border enforcement rules. A branch that hires fast and fires fast abroad-style can therefore export a French employment dispute straight onto the parent’s balance sheet. Practical discipline keeps the risk measurable: written French-language contracts reviewed before signature, DPAE filed before the start date, monthly payroll run by a French-qualified provider, URSSAF filings reconciled with accounting, and a written delegation telling the branch manager exactly who they may hire, at what salary and under which contract type.

When the business proves itself, conversion follows a predictable path. First, incorporate the French subsidiary, usually an SAS for its tailor-made governance, with its capital deposited and its own Kbis issued. Second, transfer the business: assign or contribute the branch’s contracts, equipment, stock and staff to the new company, notifying clients, suppliers and employees as each contract requires, since leases and key agreements often demand prior landlord or counterparty consent. Third, file the branch closure through the same guichet unique, settle the final branch tax returns, deregister from VAT if the subsidiary takes a new number, close URSSAF accounts after the last payslip, and publish the radiation, the strike-off, so the registers and the BODACC show the branch gone. Run the two tracks in the right order: never close the branch before the subsidiary can invoice, employ and receive payments, or the business falls into a gap with no legal vehicle operating. Groups that skip the conversion analysis usually do so for the wrong reason, administrative fatigue, while the right reasons are measurable: headcount above a handful of employees, significant French contracts, local borrowing needs, or simply the board’s decision that French risk must live in a French balance sheet.

Conclusion

A French branch lets a foreign company test, hire and sell quickly, without capital, shareholders’ meetings or a second board. That speed has a price written into the structure itself: no legal personality, unlimited parent liability, French tax on French profits with deemed-distribution withholding, full payroll duties from the first hire, and accounting records the Court of Cassation will presume you falsified if you file nothing. The groups that succeed with a branch treat it as a disciplined temporary vehicle: registered before trading, managed under a written mandate, booked and filed in France from month one, and reviewed every year against the subsidiary alternative. When headcount grows, contracts thicken and risk concentrates, incorporating an SAS or SARL, transferring the business cleanly and striking the branch off turns the experiment into a company built to last. The cheapest branch is not the fastest to open; it is the one whose closure or conversion was planned on the day it opened.

Need a quick opinion on your case

A foreign company setting up in France gets a telephone consultation within 48 hours with a lawyer of the firm. Call +33 6 46 60 58 22 or write via our contact page with a short description of your project, and we will tell you whether a branch, an SAS or an SARL fits your situation.