You run a company in London, New York, Berlin or Dubai, and France is your next market. You do not want a full French subsidiary yet, with its share capital, its president or manager to appoint, and its annual general meeting to hold. A client asks you for a French Kbis extract before signing, a supplier wants a SIRET number on the invoice, and your bank asks where the French establishment is registered. The branch, called a succursale in French commercial language, looks like the light answer: the same foreign company, operating in France through a local establishment, registered, taxed on its French profits, able to hire and sign, without creating a new legal person. That description is broadly correct, and that is why branches remain popular for testing the French market, seconding one or two people, or servicing a first French customer from a Paris address. But the branch concentrates three risks that founders discover too late. First, the branch has no legal personality of its own, so the foreign parent answers for everything the branch does. Second, the registration file is heavier than founders expect, because the greffe, the clerk of the commercial court, wants the parent company’s statutes, their certified French translation, and the identity of every person who can bind the company in France. Third, closing a branch is a formal procedure of its own, with tax, payroll and lease loose ends that survive the strike-off if you forget them. This article explains the whole path in plain English: how you register a succursale and obtain its Kbis, what that Kbis proves and does not prove, how the branch pays corporate tax and VAT, hires its first employee and signs contracts that bind the parent, and how you close the branch or convert it into a subsidiary when France works.
I. How do you register a foreign company’s branch (succursale) in France and get its Kbis?
The first question every foreign founder asks is practical: where do I file, which papers do I bring, and how long before I hold a Kbis extract, the official identity card of a French business, issued by the greffe, the clerk of the commercial court, from the Registre du commerce et des sociétés, the French trade and companies register usually shortened to RCS. The answers sit in the Code de commerce, the French Commercial Code, and they differ depending on whether your parent company sits inside or outside the European Union. The good news is that the route is single and electronic. The demanding part is the proof of the parent company’s existence, because a branch borrows its legal existence from a company formed under foreign law, and the French register wants to see that foreign law entity in full before it stamps anything.
A. Which office receives your file and which papers prove the foreign parent really exists?
French law states the registration duty in one short list. The Code de commerce provides that among the persons registered on their declaration are “Les sociétés commerciales dont le siège est situé hors d’un département français et qui ont un établissement dans l’un de ces départements”, which in English means commercial companies whose registered office sits outside a French département and which operate an establishment inside one (Article L123-1 of the Code de commerce). A succursale opened in Lyon, Bordeaux or Paris by a British limited company, an American corporation or a German GmbH falls squarely into that category: the parent keeps its foreign seat, the branch is the French establishment, and registration is mandatory, not optional. Operating a staffed office that negotiates and signs in France without registering exposes the parent to fines, to contracts signed by people whose powers were never published, and to a tax administration that will reconstruct your presence on its own terms.
The filing itself goes through one channel. Since the reform of business formalities, every creation, modification or cessation is declared through a single electronic file handled by the organisme unique, the single contact body, which lawyers and founders call the guichet unique, the one-stop shop run for the State by the INPI, the Institut national de la propriete industrielle, the French intellectual property and business register office (Article L123-33 of the Code de commerce). The Code states the rule plainly: “Ce dossier est déposé par voie électronique auprès d’un organisme unique désigné à cet effet.” In practice you, or your French counsel with a power of attorney, complete the online file on the guichet unique portal, attach the supporting documents, and the body forwards the file to each recipient administration: the greffe for the RCS entry, INSEE, the national statistics institute, for the SIREN and SIRET numbers, and the tax and social security bodies. The official guidance for foreign companies is published on service-public.fr and on the INPI portal, and both confirm that a branch of a foreign company follows this same single-file route rather than a parallel paper filing at the court. Keep the filing receipt and the reference number: if the greffe rejects one document, you complete the same file rather than starting over, and the clock for your Kbis runs from the complete file.
The territorial rule tells you which greffe decides. The Code provides that “l’immatriculation est demandée, par l’intermédiaire de l’organisme unique, au greffe du tribunal dans le ressort duquel est ouvert le premier établissement”, meaning that when the registered office sits abroad, registration is requested through the single body at the clerk of the court where the first establishment is opened (Article R123-35 of the Code de commerce). Open your branch in Paris and the greffe of the Paris commercial court handles the entry; open it in Marseille and Marseille handles it. A second office later in another city is registered as an établissement secondaire, a secondary establishment, attached to the first entry, not as a second branch. Choose the address with care, because it fixes the competent court, the address printed on the Kbis, and the place where sommations, the formal demands served by a commissaire de justice, the French judicial officer formerly called huissier, will land.
The heaviest part of the file concerns the parent company itself. The Code provides: “Toute société commerciale dont le siège est situé à l’étranger et qui ouvre en France un premier établissement est tenue de déposer au greffe du tribunal de commerce dans le ressort duquel est situé cet établissement, au plus tard en même temps que la demande d’immatriculation, une copie de ses statuts en vigueur au jour du dépôt” (Article R123-112 of the Code de commerce). In plain terms, no later than the registration request, you deposit a copy of the parent company’s articles currently in force, and every later amendment to those articles must be deposited the same way. The same article adds a yearly duty: the branch deposits each year the accounting documents the parent drew up, had audited and published in its home State, within the time limit of the law governing the parent’s seat. A British parent therefore deposits its Companies House accounts, an American parent its home-state financial statements where publication is required, and a company from a State with no publication duty deposits what its own law required it to establish. Founders who treat the branch as a confidential test office are regularly surprised by this publicity: the branch file at the French greffe mirrors the parent’s corporate life, year after year.
Translation is where files most often stall. The Code states: “Les pièces déposées sont le cas échéant traduites en langue française et les copies sont certifiées conformes par le représentant légal de la société ou par la personne ayant le pouvoir d’engager la société en France” (Article R123-112 of the Code de commerce). In practice the greffe wants the statutes translated into French, the translation done or certified by a traducteur assermente, a sworn translator registered with a French court of appeal, and the copies certified as true by the legal representative or by the person empowered to bind the company in France. Add, for non-EU parents, the apostille or legalisation chain on the foreign public documents: the certificate of incorporation or good standing issued abroad must carry the Hague apostille where the issuing State is a party, or full consular legalisation otherwise, before the sworn translation. Non-EU founders should budget two to four weeks for this chain alone, and should never book a French commercial lease starting on Monday with a Kbis expected on Friday. EU parents move faster, because their company documents circulate under lighter proof rules, but the sworn French translation remains required in practice at every greffe.
The file must also name the human beings. The Code requires the company to declare, according to its legal form, the identity of the managers, chairmen, general managers and, critically, the “associés et tiers ayant le pouvoir de diriger, gérer ou engager à titre habituel la société”, the partners and third parties with power to direct, manage or habitually bind the company (Article R123-54 of the Code de commerce). For a branch this means the représentant en France, the branch manager or representative in France, with full civil identity, domicile, nationality, date and place of birth, and whether he or she binds the company alone or jointly. The greffe checks identity documents and, for regulated activities, professional qualifications and clean criminal record extracts. Name a branch manager who actually lives in France and can receive mail, attend a bank appointment and answer the tax office: a champagne title given to a director who never sets foot in France produces a registered representative who cannot act, which is worse than no branch at all. If the manager changes, file the modification through the guichet unique at once, because third parties are entitled to rely on the published name until the change is registered.
Two practical rejections deserve a warning. First, the address proof: domiciliation contracts, leases and subleases must show a real right to occupy professional premises, with the address, the surface and the landlord’s identity; a friend’s Paris flat and a bare post-box address are refused. Second, the activity description must match what the branch will really do, coded in the French nomenclature, because the activity printed on the Kbis drives the APE code, the collective bargaining agreement the labour administration will expect, and the VAT profile the tax office will assign. A branch described as consulting that actually stores and ships goods will be reclassified by the administrations, with back duties. File once, file exactly, and the Kbis follows, usually within one to three weeks of a complete file at an efficient greffe.
B. What the branch Kbis proves about your French presence, and what it never proves
The Kbis extract of a branch looks like the Kbis of a French company: company name with the mention succursale, RCS number, SIREN number, the nine-digit national business identifier, SIRET number, the fourteen-digit identifier of the French establishment, NAF or APE activity code, address, branch manager, and the parent company’s identity and home law. Banks ask for it before opening the branch operating account, landlords ask for it before handing over the keys, large customers ask for it before referencing you as a supplier, and the BODACC, the Bulletin officiel des annonces civiles et commerciales, the official gazette of business notices, publishes the creation so the market can see you. For a foreign founder this paper is the market signal that France takes you seriously, and our pillar guide for newcomers describes the same Kbis moment as the passport to everything else, from the bank appointment to the first invoice (Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire). A branch Kbis opens the same doors, with the parent company’s name on the doorplate.
What the Kbis never proves is a separate company. The Paris Court of Appeal confirmed the point in a branch case that every founder should know: the French entity was a mere branch of the German parent company, devoid of legal personality despite its registration with the trade and companies register, and its manager therefore could not be sanctioned as the dirigeant of a French legal person; the court added that jurisdiction over a management ban against the German parent’s manager belonged to the German insolvency court under Article 6(1) of EU Regulation 2015/848 (Paris Court of Appeal, Pôle 5, Chamber 8, 3 December 2024, RG No 23/10450). The same judgment treated the entity as the first establishment in France of a commercial company with its seat abroad within the meaning of Article R123-112 of the Code de commerce (Article R123-112 of the Code de commerce). Registration gives publicity, a number and a manager on record; it does not create a French person that shields the parent. Creditors of the branch sue the foreign parent, judgments against the branch are enforced against the parent’s assets under the applicable European or treaty rules, and a French insolvency opened over the branch reaches the business the parent conducts in France. Founders who chose the branch for speed must price this consequence honestly: the subsidiary costs more to create and run, but its debts are its own, while the branch’s debts are yours.
The same judgment draws a line founders often blur, between a succursale and a bureau de liaison, a liaison office. A liaison office that only prospect the market, with no authority to negotiate or conclude, no separate bank account and no own accounting, and whose invoices are issued by the parent, may avoid permanent establishment status; the court in that case examined precisely whether the French presence held a bank account, kept its own accounts and issued its own invoices before deciding what the entity really was. The lesson is operational: if your French team negotiates prices, signs delivery notes, holds stock or collects payment, call it a branch and register it as one, because the administrations and the courts will reclassify a so-called liaison office that behaves like a business. A branch with real commercial powers is taxable, declarable and suable in France; a genuine liaison office is narrow, fragile and constantly audited. Do not pick the label for its tax hope; pick it for the powers your people really exercise, and document those powers in the registered mandate.
Three Kbis illusions cause the most damage. First, some founders believe the branch Kbis proves the parent company’s good standing under its home law. It does not: it proves that on the filing date the greffe received statutes presented as current, not that the parent is solvent, compliant or still exists today. Counterparties doing serious due diligence still ask for a fresh certificate of good standing from the home register with apostille. Second, some believe the branch manager’s registration limits his powers to France. It does not, unless the published mandate says so clearly: third parties in good faith rely on the registered powers, and an ambiguous mandate is read against the company. Third, some believe that striking the branch from the RCS ends all liability. It does not: contracts signed, taxes accrued and wages owed while the branch operated survive the radiation, the removal from the register, and creditors keep the parent as debtor. The Kbis is the beginning of the branch’s paper life, not a cap on its risks.
II. How does a French branch pay tax, hire staff and sign contracts, and how do you close or convert it?
Once the Kbis arrives, the branch enters ordinary French business life: it invoices with VAT where due, it is taxed on the profits its French activity generates, it hires under French labour law, and its manager signs leases, purchase orders and employment contracts. Each of these acts binds the foreign parent directly, because the branch is the parent acting in France. This second part follows the money, the people and the signature, then explains the two exits: closing the branch cleanly, or converting the French presence into a subsidiary when the test phase succeeds. The common thread is documentation: the branch that keeps French accounts, files French declarations and publishes its manager’s powers pays predictable tax and wins predictable disputes, while the branch run from the parent’s mailbox accumulates reassessments and personal headaches for its manager.
A. Who pays French corporate tax and VAT, who hires the team, and whose signature binds the parent?
Corporate income tax, called impôt sur les sociétés and shortened to IS, reaches the branch on its French profits. The Code général des impôts, the French Tax Code usually shortened to CGI, taxes companies “en tenant compte uniquement des bénéfices réalisés dans les entreprises exploitées en France”, taking into account only the profits generated in businesses operated in France (Article 209, I of the Code général des impôts). A branch that sells, produces or services from France is such a business operated in France, taxed at the standard IS rate on its French-source profit, with the standard return, payment and documentation duties, including transfer-pricing documentation where the branch deals with its parent or sister companies. Our corporate-tax guide for foreign owners compares the branch and the subsidiary on this point and remains the reference for rates, instalments and filing dates (French Corporate Tax for Foreign Owners: IS at 25 percent, Branch vs Subsidiary, and Paying on Time). Two branch specifics matter. First, there is no dividend to distribute and therefore no dividend withholding on the branch’s remittance of profits to its seat in principle, but transfers priced off-market are reclassified as deemed distributions with withholding consequences, so every management fee, royalty and cost recharge between the parent and the branch must be priced, invoiced and documented as if the branch were a stranger. Second, the branch files and pays in France even when the parent’s home State also claims the profit: double-tax treaties allocate the taxing right over business profits to France where the branch is a permanent establishment, and the home State eliminates double taxation by exemption or credit under the treaty wording. Read the treaty article on business profits before structuring the flows, and keep the French accounting able to show the branch’s own margin.
Value added tax, called taxe sur la valeur ajoutee and shortened to TVA, the French VAT, applies to the branch’s French transactions under the ordinary rules. The Code states: “Sont soumises à la taxe sur la valeur ajoutée les livraisons de biens et les prestations de services effectuées à titre onéreux par un assujetti agissant en tant que tel.” Supplies of goods and services made for consideration by a taxable person acting as such are subject to VAT (Article 256, I of the Code général des impôts). A branch that sells goods from a French warehouse, performs services from its French office or holds stock that it delivers to French customers is a taxable person in France for those transactions: it takes a French VAT number, charges French VAT on domestic sales, declares through the French returns, and recovers input VAT on its French costs. Distance and cross-border patterns add the standard European layers: intra-Community supplies and acquisitions, import VAT with reverse-charge accounting, and, for services to foreign customers, the place-of-supply rules that decide whether French VAT applies at all. Foreign founders should register the branch for VAT before the first French invoice, configure the billing software with the French VAT number and the mandatory invoice mentions, and prepare for the generalisation of electronic invoicing, called facturation electronique, which now structures business-to-business billing in France. Our VAT guide for foreign companies details the registration reflexes when the tax office delays or refuses the number (French VAT Registration Refused or Delayed: What a Foreign Company Should Do Before Invoicing), and the same discipline applies to branches from day one.
Hiring follows French labour law from the first employee, with no branch privilege. The Code du travail, the French Labour Code, states: “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.” No hiring without a prior nominative declaration to the designated social protection bodies (Article L1221-10 of the Code du travail). In practice this is the DPAE, the declaration prealable a l’embauche, the pre-hiring declaration filed with URSSAF, the Union de recouvrement des cotisations de securite sociale et d’allocations familiales, the agency collecting social security contributions, at least eight days before the start date, plus registration of the establishment with URSSAF as employer. The branch then applies the full French employment stack: written contract in French with job title, pay, hours and place of work, applicable convention collective, the sector-wide collective bargaining agreement, payslips through French payroll, monthly social charges, medecine du travail, the occupational health service, and the affichages, the mandatory workplace notices. Dismissal follows French procedure with convocation, the meeting invitation, entretien prealable, the preliminary meeting, notification by registered letter, severance where due and the attestation for France Travail, the unemployment agency; our dismissal guide written for foreign owners walks through the severance arithmetic and the litigation risks (Foreign Company Dismissing Its First French Employee: Dismissal, Severance and Disputes). Using a freelancer, called auto-entrepreneur or consultant independant, instead of an employee to avoid this stack is the reclassification trap our URSSAF guide describes: if the branch controls hours, tools and exclusivity, the judge and URSSAF reclassify the contract as employment with back charges (Your French Freelancer Was Really an Employee: URSSAF Reclassification, Back Charges and How a Foreign Company Contests). Budget the loaded cost honestly: French employer charges add roughly forty to forty-five percent on top of gross salary depending on the sector and the wage level, and the branch pays them exactly like a French company.
Signature authority is the point founders under-document. Civil law defines the tool: “Le mandat ou procuration est un acte par lequel une personne donne à une autre le pouvoir de faire quelque chose pour le mandant et en son nom.” A mandate is an act by which a person gives another the power to do something for and in the name of the principal (Article 1984 of the Code civil). The branch manager acts under such a mandate from the parent, and its published scope decides what counterparties can enforce. Draft it as a real instrument, in French and in the parent’s language, listing the acts allowed alone, such as hiring within a salary grid, signing leases up to a duration and rent ceiling, opening and operating the branch bank account within limits, and representing the branch before the tax and social administrations, the acts requiring a second signature or a parent board resolution, such as borrowing, granting guarantees, acquiring a business or settling litigation above a threshold, and the duration and revocation mechanics. Publish the manager and the scope at the RCS, give the bank its certified copy, and countersign employment contracts and commercial leases within the mandate. Where the manager exceeds his powers, the parent’s defence against a good-faith counterparty is narrow, especially where the published entry was vague; courts protect the third party who relied on the register. Review the mandate every year alongside the parent’s accounts deposit, and revoke and refile it the day the manager leaves, because a former manager still on the Kbis can still cause damage.
Liability follows from the absence of personality recalled above: the parent is the debtor for the branch’s French commitments. Unpaid French suppliers sue the parent and enforce in the parent’s State under the Brussels I bis Regulation for EU parents or the applicable treaty and exequatur route elsewhere. French employees sue the parent before the conseil de prud’hommes, the French labour court, for the branch’s dismissals and arrears. The tax administration assesses the branch and recovers from the parent. Managers face their own track: a branch manager with real direction powers can be pursued for unpaid wages and social contributions on fault grounds, for tax penalties in defined cases, and, where a French collective proceeding opens over the branch’s activity, for the sanctions the commercial court pronounces against de facto managers, subject to the European insolvency allocation of jurisdiction the Paris court recalled when it refused to sanction the manager of a German company’s branch on the French invitation alone. The practical shield is boring and effective: separate French accounts kept in France, clean intercompany pricing, filed declarations, funded payroll, and a mandate that matches reality.
B. How do you close a branch cleanly or turn it into a French subsidiary when France works?
Branches usually end for one of two happy or unhappy reasons: the test failed and the parent leaves, or the test succeeded and a French subsidiary, typically a SAS, the societe par actions simplifiee, the flexible joint-stock company foreign founders prefer, or a SARL, the societe a responsabilite limitee, the limited liability company with a manager called gérant, takes over the business. Both exits run through the same single file as the creation, and both leave the parent liable for what the branch did while it lived. The most expensive mistake is the silent exit: the team flies home, the lease runs, the bank account stays open, and URSSAF, the tax office and the landlord keep writing to a representative who no longer answers. A clean closure is a small project with a checklist, and it costs far less than a reassessment discovered two years later.
Start with the corporate decision and the register. The parent board resolves to close the French establishment, revokes the branch manager’s mandate with effect on a fixed date, and files the cessation through the guichet unique, which transmits the radiation request to the greffe for removal of the branch entry and publication in the BODACC. Attach the board minutes with sworn translation, the proof of identity of the signatory, and the closing address for correspondence, because the administrations will keep writing after the radiation for the final returns. Ask the greffe for the radiation certificate and keep it with the original Kbis: banks, landlords and the tax office each want their own proof that the establishment is struck off. If the branch employed nobody, held no lease and issued no invoice in its last months, the file can close within weeks; with staff, stock and customers, count two to four months of formalities.
Tax comes next and tolerates no shortcut. File the final IS return for the branch’s last French activity period and pay the balance, file the last VAT return with the request for input-VAT refund where the branch ends in credit, settle the CFE, the cotisation fonciere des entreprises, the local business tax assessed on the branch’s premises, and the CVAE, the value-added business contribution, where due, and answer the tax office’s closing questions while the manager is still reachable. Keep the branch’s French accounts, invoices and contracts for the full retention period, ten years for commercial books and the tax limitation periods the CGI sets, at an address the parent monitors, because a contrôle fiscal, a tax audit, can still open after the radiation and be served at the last known French address or on the parent under the treaty assistance rules. Where the branch transfers its customer contracts, stock or equipment to the new French subsidiary, document the transfer as a sale or contribution at market value with VAT treatment analysed line by line: a free transfer is reclassified, and the parent discovers the gift in the form of a reassessment. Our management-fee guide shows the same reflex for every intra-group flow: no charge without a service, no service without a contract and a report, no amount without a method (Foreign Subsidiary in France Hit by a Management-Fee Challenge: What to Prove, How to Reply and How to Contest).
Payroll and premises close in parallel. For each employee, choose the honest route: transfer to the new subsidiary with the employee’s written agreement and seniority preserved, or individual dismissal on a real ground with full procedure and severance, or rupture conventionnelle, the negotiated mutual separation with homologation by the labour administration, where the employee genuinely consents. File the final DPAE-related departures, issue the solde de tout compte, the final settlement receipt, the attestation France Travail and the certificat de travail, the employment certificate, pay the last URSSAF statement, and close the employer’s URSSAF account for the establishment once the final payroll clears. Our URSSAF enforcement guide describes what happens when this sequence is skipped: mise en demeure, the formal demand, then contrainte, the enforceable collection order, served from abroad with interest (Foreign Company Facing a URSSAF Formal Demand in France: How to Contest and Stop Enforcement From Abroad). On premises, terminate the bail commercial, the commercial lease, or the domiciliation contract at its contractual date with proper notice, usually six months for a commercial lease at a three-year break, hand back with an état des lieux, the exit inventory, and recover the deposit. On banking, leave the account open until the last charge, refund and payroll clear, then close it with a written confirmation and revoke every procuration, every account signing authority.
Conversion into a subsidiary deserves its own paragraph because it is the most common happy ending and the most botched. Legally there is no transformation of a branch into a company: the branch has no personality to transform, so you create a new French SAS or SARL, register it, fund its capital with the bank certificate, called certificat de dépôt des fonds, and obtain its own Kbis, while the branch continues, transfers and then closes. Sequence the steps so the business never operates naked: incorporate and capitalise the subsidiary first, have it sign the new lease or take an assignment with the landlord’s consent, novate or assign customer and supplier contracts with counterparty consent, hire or transfer the team, register the subsidiary for VAT and take over the invoicing, then run the branch’s closure checklist above. Our capital-deposit guide details the blocked-funds certificate that conditions the subsidiary’s Kbis (Foreign Founder Depositing Share Capital in France: Blocked-Funds Certificate and Kbis), and the branch-to-subsidiary handover is the moment to align transfer pricing, management fees and the subsidiary’s first accounts from a blank page. Keep the branch’s history out of the subsidiary’s balance sheet except through priced, invoiced transfers: the subsidiary is a new debtor, and its creditors should not inherit the branch’s disputes through confused paperwork.
Two traps close this section. First, the manager who resigns without a published replacement: file the revocation and the successor or the closure the same week, because counterparties keep contracting with the name on the Kbis. Second, the branch that stops filing parent accounts at the greffe once the closure is decided but before it is published: the yearly deposit duty runs until radiation, and the greffe’s injonction, the court injunction to file, with daily penalties, can still strike during the wind-down. Close the register, the tax, the payroll, the lease and the bank in that order, keep every certificate, and the parent leaves France with a file it can show the next auditor, the next buyer or the next French partner.
Conclusion
A branch lets a foreign company act in France quickly, under its own name, with a Kbis, a SIRET, a VAT number and a team, without incorporating a French company. The price of that speed is transparency and direct liability: the greffe publishes the parent’s statutes and accounts with sworn translations, the tax administration taxes the French profits where they are made, URSSAF collects on the French payroll like any employer’s, and the parent answers for the branch’s contracts because the branch is the parent in France, devoid of its own legal personality despite its RCS entry. File the branch exactly, mandate its manager precisely, price its intra-group flows honestly, and it becomes the disciplined antechamber of a French subsidiary. Rush the filing, blur the mandate or starve the French accounting, and the same branch becomes the fastest route to a reassessment, a labour dispute or a creditor chasing the parent abroad. Measure the French opportunity, choose branch or subsidiary with the liability picture in mind, and close whichever you opened with the same care you took to open it.
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