Your French venture is stalling. The Paris launch did not deliver, the funds are parked abroad, and your accountant in France keeps invoicing for returns on a company that bills nothing. Closing the SAS outright feels premature: you may need the structure in eighteen months, and a fresh incorporation would mean a new bank account marathon, a new Kbis extract, and new VAT registration. French law offers a middle path that foreign owners rarely hear about from abroad: the mise en sommeil, the temporary suspension of activity. The company keeps its legal identity, its name, and its registration number, but it stops trading for up to two years while most running costs fall away. This guide explains how a non-resident owner pauses a French SAS or SARL from another country, what the freeze changes on public records, what it still costs in accounts, tax, and social charges, and how to wake the company up, sell it, or dissolve it before the court registrar strikes it off automatically.
I. How do you legally pause a French company from abroad without closing it?
A. Who decides the dormancy and how do you file it on the Guichet Unique within one month?
The decision belongs to the legal representative (représentant légal), the person empowered to act for the company: the president (président) of a SAS (a simplified joint-stock company, the vehicle most foreign founders choose) or the manager (gérant) of a SARL (a limited liability company with stricter statutory rules). No shareholders’ meeting (assemblée générale des associés) is compulsory unless your articles of association (statuts) demand one. In practice, a short written decision signed by the president, recording the date trading stops and authorising the filing, is enough, and it can be signed abroad with an electronic signature. If the statutes require a collective vote, organise it by videoconference where the statutes allow remote consultation, keep the minutes (procès-verbal), and have every page initialled. From your desk in London, New York, or Dubai, the whole decision step takes one afternoon, provided the articles have been checked first.
Once the decision is taken, the clock starts. The cessation of activity must be declared on the Guichet Unique, the single online business formalities portal (Guichet des formalités des entreprises), within one month of the decision, or within one month of the shareholders’ meeting if one was held. The Guichet Unique replaced the old paper forms sent to the commercial court registry (greffe du tribunal de commerce, the clerk’s office that keeps the Trade and Companies Register). A foreign-based president can file personally with a FranceConnect-compatible business account or, more realistically, grant a written power of attorney (pouvoir) to a French accountant (expert-comptable), lawyer, or approved filing agent (mandataire), who submits the amendment (inscription modificative) online with a copy of the decision and proof of identity. Late filing does not kill the procedure, but every week of delay leaves a trading company on the public record while it no longer trades, which confuses banks, suppliers, and the tax office.
The legal basis for the filing sits in the Commercial Code (Code de commerce). Article R123-69 of the Commercial Code states that the declaration duty covers “La cessation totale ou partielle d’activité dans le ressort du tribunal de l’immatriculation principale, même en l’absence de dissolution” (i.e. the total or partial cessation of activity within the district of the court of principal registration, even without dissolution). Those last five words carry the whole mechanism: stopping is a notifiable event, not the death of the company. The filing automatically updates the National Business Register (Registre national des entreprises, RNE, the unified register created on 1 January 2023) and, for commercial companies, the Trade and Companies Register (Registre du commerce et des sociétés, RCS, the historic company register kept by each commercial court). A few days later the amendment appears in the official gazette of commercial notices (Bulletin officiel des annonces civiles et commerciales, BODACC), the public bulletin where every French company event is published and where your bank’s compliance team will look.
Two traps catch foreign owners at this stage. First, secondary establishments (établissements secondaires): if the company registered a branch office, shop, or warehouse outside its head-office district, each of those registrations must be closed on the Guichet Unique before the dormancy filing, because a sleeping company cannot keep operating premises on the record. Close the Paris shop lease registration, the Lyon storage unit, and any commercial agent address first, then file the head-office suspension. Second, regulated activities: a company holding a licence, an administrative authorisation, or a pending public contract cannot simply go dark. Check whether the licence survives inactivity or lapses, warn the contracting authority, and suspend insurance policies that assume active trading, such as professional liability cover, while keeping the policies a dormant owner still needs, starting with directors’ liability and the premises policy if the lease continues.
Budget and timing from abroad are modest. The Guichet Unique filing itself costs nothing in registry fees for the amendment itself, and the agent’s fee for a clean file usually stays within a few hundred euros. Allow two to four weeks door to door: one week to draft and sign the decision, one week for the agent to file and correct any rejection (rejet) from the registrar, and a few days for the BODACC publication. Keep three documents forever: the signed dormancy decision, the filing receipt (récépissé de dépôt) with its timestamp, and the updated Kbis extract (extrait Kbis, the official identity card of a French company issued by the registry). Your bank will ask for the fresh Kbis within months, and the timestamp proves the one-month deadline was met if the tax office ever queries the exact date trading stopped.
B. What does the two-year freeze change on the Kbis, the BODACC and your commercial lease?
Dormancy is capped at two years. That ceiling is absolute: a SAS cannot sleep for three years and file a second suspension back to back. The two-year period runs from the registration of the cessation, and the official guidance is blunt about the consequence of doing nothing, since the court registrar (greffier) may strike the company off automatically at the end of the period, a mechanism examined in detail in the second part of this guide. During the freeze, the company keeps its SIREN number (the nine-digit lifetime identifier issued by INSEE, the national statistics institute), its name, and its legal personality. It simply carries a public mention of temporary cessation (cessation temporaire d’activité), visible on the Kbis extract that every counterparty requests. A Kbis showing dormancy is not a black mark: it tells a future landlord, distributor, or investor that the vehicle was parked deliberately rather than abandoned with debts, which reads far better than two years of unexplained silence followed by late accounts.
The BODACC publication matters more than most foreign owners expect. French compliance culture runs on public records: banks refresh their KYC files (Know Your Customer checks imposed by anti-money-laundering rules) from the Kbis and the BODACC, suppliers check them before granting payment terms, and a buyer doing due diligence starts there. A clean BODACC line showing a declared suspension, followed later by a reactivation line, tells a coherent story. The reverse, a company with no filings for two years and then a sudden burst of activity, triggers enhanced checks and frozen payments while the bank asks what happened. If your French bank already holds the account, send the relationship manager the fresh Kbis spontaneously with a one-page letter explaining the pause and naming the person authorised to operate the account during dormancy. Dormant does not mean frozen: the account stays open, charges continue, and the authorised signatory keeps signing, but banks routinely restrict facilities, so negotiate the overdraft (découvert) and the card limits before the Kbis changes rather than after.
The commercial lease (bail commercial) deserves its own paragraph because it is where dormancy hurts most. French law lets a dormant tenant keep its premises: the lease does not terminate automatically when trading stops. But most commercial leases contain a clause requiring continuous personal operation of the business (exploitation personnelle et continue), and the landlord can refuse renewal without paying eviction compensation, or even seek termination, where the premises sit empty without a serious and legitimate reason. Article L145-17 of the Commercial Code allows the landlord to refuse renewal with no compensation where there is “la cessation sans raison sérieuse et légitime de l’exploitation du fonds” (i.e. closure of the business without a serious and legitimate reason), after a formal demand served by bailiff (acte extrajudiciaire) that goes unremedied for more than a month. A declared two-year group restructuring, a documented funding round, or a maternity of projects can qualify as a serious reason; vague waiting without a file rarely does. If the premises are no longer needed, the cheaper sequence is usually to give notice under the three-six-nine lease cycle (bail 3/6/9, the standard nine-year commercial lease with three-year break options), move the registered office (siège social) to the home of the president where the statutes allow it or to an approved domiciliation company (société de domiciliation), and only then file the dormancy.
Employees and contracts must be settled before the freeze, because a sleeping company cannot keep a payroll running or suppliers delivering. Where the SAS employed staff, the employment contracts must be terminated or transferred under the Labour Code (Code du travail) before trading stops: economic dismissal (licenciement économique) with its redeployment and notification duties, mutually agreed termination (rupture conventionnelle) homologated by the labour administration, or transfer of the contracts with the sold business. Keep the final pay slips (bulletins de paie), the work certificates (attestations de travail), and the clearance certificate from the social security collection agency (URSSAF, the body that collects employer social contributions). For suppliers and customers, terminate or suspend each contract in writing, negotiate retention of title clauses (clauses de réserve de propriété), and collect outstanding invoices before the BODACC line changes, because chasing a debtor as a dormant company from abroad signals weakness and slows every negotiation. A company that enters dormancy with zero employees, zero open disputes, and a clean supplier ledger sleeps cheaply; one that parks lawsuits and unpaid bills sleeps expensively.
II. What does a dormant French company still cost you, and how do you wake it up or close it cleanly?
A. Which accounts, tax returns, CFE bills and social charges survive the sleep?
The most persistent myth among foreign owners is that a dormant company costs nothing. It costs less, sometimes far less, but it never costs zero, because French law keeps the accounting, tax, and social machinery running during the freeze. Start with accounting, which surprises owners coming from jurisdictions where a dormant company files nothing. Article L123-12 of the Commercial Code provides that “Toute personne physique ou morale ayant la qualité de commerçant doit procéder à l’enregistrement comptable des mouvements affectant le patrimoine de son entreprise” (i.e. every natural or legal person with trader status must record in accounts the movements affecting the assets of the business), and the duty to draw up annual accounts (comptes annuels: balance sheet, profit-and-loss account, and notes) survives dormancy in full. Each year the president must still prepare the inventory (inventaire), hold the annual accounts-approval meeting, and file the accounts with the registry, exactly as analysed in our guide to setting up a company in France as a foreign founder, which describes the Kbis, bank account, and first-hire sequence every newcomer follows.
Two reliefs soften the burden. First, the SAS with a single shareholder (associé unique) follows a lighter approval track: article L227-9 of the Commercial Code states that “L’associé unique approuve les comptes, après rapport du commissaire aux comptes s’il en existe un, dans le délai de six mois à compter de la clôture de l’exercice” (i.e. the sole shareholder approves the accounts, after the statutory auditor’s report if one exists, within six months of the financial year-end). From abroad, the sole shareholder signs a written approval decision, records it in the company register (registre des décisions), and sends it to the accountant for filing; no physical meeting in Paris is required unless the statutes impose one. Second, micro-enterprises (micro-entreprises, entities below two of the three size thresholds for balance-sheet total, turnover, and headcount) that declared their suspension and employ no staff may file abridged balance sheets and profit-and-loss accounts without notes, since article L123-16-1 of the Commercial Code provides that qualifying micro-enterprises “ne sont pas tenues d’établir d’annexe” (i.e. are not required to draw up notes). The abridged format halves the accountant’s bill in many firms, but it disappears the moment activity resumes or the balance-sheet structure changes through a capital increase, a capital reduction, or a dividend.
On tax, dormancy brings genuine savings mixed with stubborn paperwork. A dormant company is released from VAT (taxe sur la valeur ajoutée, TVA) returns and payments: no turnover means no VAT to declare or remit, though any VAT credit (crédit de TVA) accumulated before the freeze should be claimed as a refund before trading stops rather than left sleeping. For profit tax, the regime follows the company’s election. A company under corporation tax (impôt sur les sociétés, IS, the standard 25 percent rate on profits) must still file its annual results return (liasse fiscale) within three months of year-end, entering the word for nothing (néant) instead of turnover figures. A company under income tax transparency (impôt sur le revenu, IR, where each shareholder is taxed directly under the industrial-and-commercial-profits or non-commercial-profits categories, BIC/BNC) follows the mid-May calendar, with each shareholder filing no later than fifteen days after the second working day following 1 May and likewise entering néant. Missing these nil returns triggers the same late-filing penalties (pénalités de retard) and automatic assessments (taxations d’office) as missing real ones, so keep the accountant on a reduced-fee dormant retainer rather than cutting the relationship entirely.
The local business tax (cotisation foncière des entreprises, CFE, the annual local tax due on business premises) follows its own clock: the dormant company pays the CFE for the first twelve months of inactivity and is released from the thirteenth month onward. Article 1447 of the General Tax Code (Code général des impôts) sets the principle that “La cotisation foncière des entreprises est due chaque année par les personnes physiques ou morales” (i.e. the business premises tax is due each year by natural and legal persons) carrying on a habitual non-salaried professional activity, and the exemption beyond twelve months flows from the acknowledged end of habitual activity. Businesses with turnover at or below 5,000 euros are released in any event. In practice, expect one final CFE bill covering the first dormant year, check the minimum base (base minimum) applied by the municipality where the registered office sits, since Paris minimums differ from small-town ones, and challenge any bill issued after the exemption date with the dormancy Kbis attached.
Social charges draw the sharpest line between company forms, and foreign owners regularly misread it. A president of a SAS is treated as a quasi-employee (assimilé salarié): contributions depend on actual pay, so a president who draws no salary during dormancy owes no social contributions, while keeping the office and its residual liability. A majority manager of a SARL belongs instead to the self-employed scheme (sécurité sociale des indépendants) and keeps paying contributions on a minimum flat base covering daily allowances, basic pension, and invalidity-death cover, even with zero income. Any remaining employees must have their contributions paid until their contracts end, and the start-up contribution relief (aide à la création ou à la reprise d’entreprise, ACRE) is preserved during the suspension rather than lost. The practical lesson for a foreign founder choosing a vehicle before pausing is stark: a salary-free SAS presidency sleeps almost free on the social side, while a SARL managership keeps a meter running, which is one more reason the SAS dominates foreign-owned structures.
B. How do you reactivate, sell or dissolve the company before the registrar strikes it off?
At the end of the two years, three doors stand open: resume trading (reprise d’activité), wind the company up for good (cessation définitive), or sell the shares or the business (cession des titres ou du fonds). Reactivation mirrors the entry filing: the president signs a resumption decision and the agent files an amending registration on the Guichet Unique, which clears the dormancy mention from the Kbis and publishes a fresh BODACC line. Do it a month before the deadline, not the week of it, because a rejection or a missing document near expiry leaves no room to correct. Selling during or at the end of dormancy is equally ordinary: dormant SAS shares transfer by private deed (acte de cession) recorded in the share register (registre des mouvements de titres), with the price reflecting a clean vehicle with history, bank account, and VAT number intact, attributes a newly formed shelf company cannot offer. Selling the business assets (fonds de commerce) instead of the shares follows the commercial-sale formalities with creditor notifications, and the tax treatment of each route differs enough that a pre-sale computation by the accountant routinely pays for itself.
The fourth outcome, the one nobody chooses, is the automatic strike-off (radiation d’office) by the registrar. Article R123-130 of the Commercial Code provides that where the registrar finds, two years after the cessation was recorded, that no amending registration for resumption has been filed, “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” (i.e. he may proceed, after informing the legal person by registered letter with acknowledgement of receipt sent to its registered office, with the automatic removal of the company). Note the sequence: registered letter to the head office first, removal second, notification to the public prosecutor (ministère public) third. For an owner living abroad, the weak link is obvious: the letter goes to the French registered office, not to the flat in London or the office in Singapore. If the mail is not forwarded, the first news of the strike-off arrives when the bank freezes the account or a notary refuses to act on a Kbis showing removal. Keep a mail-forwarding arrangement or a domiciliation agent instructed to scan every registered letter for the full two years.
A strike-off ordered under that article is not the end of the world, but it is the start of an expensive detour. The courts recall that removal does not dissolve the company: in an order of 6 May 2026 the Aix-en-Provence Court of Appeal (Social Chamber 4-6, case number 22/14054) held that “la radiation d’office d’une société du registre du commerce et des sociétés prononcée en application de l’article R123-130 du code de commerce est sans effet sur sa personnalité morale” (i.e. the automatic removal of a company from the Trade and Companies Register ordered under article R123-130 of the Commercial Code has no effect on its legal personality), adding that cessation of activity is not a ground for dissolution while the corporate purpose remains achievable (Aix-en-Provence Court of Appeal, 6 May 2026, RG 22/14054). The removed company still exists, still owns its assets, and still owes its debts, but it cannot prove its standing with a Kbis, so banks, registries, and courts block every step until standing is restored. Restoration runs through article R123-138 of the Commercial Code: once the owner shows the situation has been regularised, the registrar reports the removal, since “Dans le délai de quinze jours à compter de la demande, il procède au rapport ou remet une décision motivée de refus au demandeur” (i.e. within fifteen days of the request, he withdraws the removal or hands the applicant a reasoned refusal). A refusal, or silence, can be referred to the supervising judge (juge commis à la surveillance du registre) within fifteen days. In the Aix case itself, a removal ordered on 15 December 2022 for failure to contact the registry was lifted on 21 February 2023 after regularisation, yet the company still had to litigate over steps taken in the gap, which shows that even a successful cure leaves scars in ongoing proceedings.
Where the project is genuinely over, convert the pause into a proper winding-up rather than drifting into removal. Dissolution (dissolution) is voted by the shareholders, a liquidator (liquidateur amiable) is appointed, and the company enters liquidation: the liquidator sells the assets, pays the creditors (créanciers), and calls a final meeting to approve the liquidation accounts (comptes de liquidation) before the registry removes the company. Article L237-2 of the Commercial Code frames the phase by stating that “La personnalité morale de la société subsiste pour les besoins de la liquidation, jusqu’à la clôture de celle-ci” (i.e. the legal personality of the company survives for the purposes of the liquidation, until its closure), with the company name followed by the words for a company in liquidation (société en liquidation). The declaration runs through the Guichet Unique like every other company event, and the liquidator handles the final tax returns, the employer-liability clearance, and the removal filing. For a dormant company with no debts and no disputes, the full sequence from dissolution vote to removal typically takes three to six months and costs a fraction of a contested court liquidation.
One warning closes this section, aimed at the foreign president who treats a sleeping company as a forgotten one. Letting debts pile up during dormancy, ignoring tax notices, or draining the last cash to a foreign account can turn a quiet pause into personal liability. Where a court-ordered liquidation later reveals a shortfall (insuffisance d’actif), article L651-2 of the Commercial Code allows the court, where a management fault contributed to the shortfall, to order that “le montant de cette insuffisance d’actif sera supporté, en tout ou en partie, par tous les dirigeants de droit ou de fait” (i.e. the amount of that asset shortfall shall be borne, in whole or in part, by all the de jure or de facto managers). The Court of Cassation confirmed on 9 December 2020 (Commercial, Financial and Economic Chamber, appeal number 18-24.730) that an unpaid president enjoys no discount: “la responsabilité de ce dirigeant s’appréciant, sur le fondement de ce texte spécial, de la même manière, qu’il soit rémunéré ou non” (i.e. that manager’s liability is assessed, under that special provision, in the same way, whether or not he is paid) (Court of Cassation, Commercial Chamber, 9 December 2020, No. 18-24.730). Dormancy never pauses the duty to file, to monitor the mailbox, and to place the company in court-supervised insolvency proceedings (dépôt de bilan) within forty-five days of insolvency (cessation des paiements) if the cash runs out. A sleeping company with filed accounts, forwarded mail, and a solvent balance sheet is a cheap option on the future; a sleeping company with ignored summons is a personal writ waiting to be served.
Conclusion
The mise en sommeil is the most underused tool in the foreign owner’s French kit. Decided by the president, declared on the Guichet Unique within a month, capped at two years, it preserves the SIREN number, the bank account, and the VAT history while VAT returns fall away, the CFE bill stops after twelve months, and a salary-free SAS presidency accrues no social charges. The price of the pause is discipline, not money: nil tax returns on time, approved and filed accounts every year, a lease strategy that survives the landlord’s continuous-operation clause, and a mailbox in France that actually forwards the registrar’s letters. Diary the two-year deadline on the day the BODACC line publishes, choose reactivation, sale, or dissolution a full quarter before expiry, and never drift into automatic removal, which preserves legal personality but paralyses every signature until it is cured. Run from abroad with an accountant on a dormant retainer and a lawyer holding the calendar, the sleeping SAS waits patiently and wakes up in a morning; run on autopilot with ignored mail and unfiled accounts, it wakes up as a personal liability file. Decide which sleeper yours will be before the next filing date passes.
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