Your company already exists in London, New York, Dubai or Singapore, and France is your next market. The first legal question is also the most consequential: should you open a French branch (succursale) of your existing company, or should you create a French subsidiary (filiale) — a new SAS or SARL owned from abroad? The branch is faster and cheaper to set up, but it has no legal personality of its own, so every French debt, tax reassessment and employment dispute climbs straight back to the foreign parent. The subsidiary costs more on day one, but it ring-fences your risk, gives you a real Kbis extract — the official identity card of a French company issued by the greffe, the clerk’s office of the commercial court — and opens the door to French subsidies and fundraising. Both routes run through the same online counter, the Guichet unique operated by the INPI (the French intellectual property and business formalities institute), and both end up in the same national register, the RNE (Registre national des entreprises). This article explains, step by step and from abroad, how each route works: registration formalities, tax and accounting, liability, bank account, staff, and the traps that most often catch foreign groups — including the French courts’ treatment of permanent establishments and the exact moment a company acquires legal personality.
All the key terms are translated as we go. RCS means Registre du commerce et des sociétés, the commercial court register now merged into the RNE. URSSAF is the body that collects French social charges. BODACC (Bulletin officiel des annonces civiles et commerciales) is the official gazette where company creations are published. RBE (Registre des bénéficiaires effectifs) is the beneficial-owner register. SIREN and SIRET are the national identification numbers issued at registration. IS (impôt sur les sociétés) is French corporate income tax, and TVA (taxe sur la valeur ajoutée) is French VAT.
I. How do I open a branch (succursale) in France from abroad, and what risk does the parent company keep?
A. How do I register a branch on the Guichet unique and prove it exists without a Kbis?
A branch allows a foreign business to trade in France without creating a new French company. The French government’s own investment agency, Business France, states the rule plainly: a branch lets a foreign business trade in France with no new French company, because the branch has no legal personality of its own and responsibility stays with the foreign parent company. A branch is an extension of your company on French soil: it carries on the same activity as the parent, from premises located in France, under a representative who can bind the parent toward third parties. Because it is more structured than a simple liaison office — which may only prospect, make contacts and promote the group, and may never invoice — but less autonomous than a subsidiary, Business France describes the branch as an intermediate solution, more structured than a liaison office but less autonomous than a subsidiary.
Registration runs through the single online counter for all business formalities. Since the 2023 reform, article L. 123-33 of the code de commerce provides that “toute entreprise se conforme à l’obligation de déclarer sa création, la modification de sa situation ou la cessation de ses activités auprès d’une administration, d’une personne ou d’un organisme mentionnés à l’article L. 123-32 par le dépôt d’un seul dossier comportant les déclarations qu’elle est tenue d’effectuer. Ce dossier est déposé par voie électronique auprès d’un organisme unique désigné à cet effet.” In practice that single counter is the Guichet unique on the INPI portal, and the destination register is the RNE, of which article L. 123-36 of the code de commerce says: “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.” A branch of a foreign company trading in France falls squarely within that registration duty.
The file you upload from abroad must contain an extract of the foreign parent’s home registration, a certified copy of its current articles of association, and the appointment document of the branch representative in France, with that person’s identity document and, where applicable, residence permit, plus a sworn statement of no criminal record and of parentage. Where the activity is regulated — banking, insurance, health, construction, legal services — add the diplomas or authorisations the French regulator requires. Every foreign document must be supplied as a certified true copy and translated into French by a sworn translator (traducteur assermenté). Business France indicates a registration fee of around 70 euros and strongly recommends using a law firm, which is sound advice when the signatory sits in another country and the greffe asks follow-up questions in French.
One practical warning matters more than any other: a branch never receives a Kbis in its own name with the same content as a company’s Kbis, because the Kbis certifies the existence of a French legal person and the branch is not one. What you obtain is an RNE registration extract and SIRET number for the French establishment, which banks, landlords and the VAT office accept as proof of existence — but counterparties doing serious due diligence will ask for the parent’s home-register extract on top. If your French clients, distributors or public buyers insist on contracting with a French legal person, that single commercial fact often decides the branch-versus-subsidiary question before any tax analysis begins. Our step-by-step guide to setting up a company in France as a foreign founder, from bank account to Kbis, VAT and first hire covers the company route in detail and pairs naturally with this article.
The beneficial-owner file cannot be skipped for a branch either. Foreign entities operating in France must declare their bénéficiaires effectifs — the natural persons ultimately owning or controlling more than 25% or exercising control by other means — and article L. 561-46 of the code monétaire et financier channels that declaration through the business formalities counter to the commercial court register. Groups with layered holding structures should map the full chain before filing, because an incomplete RBE declaration is one of the most frequent causes of Guichet unique rejections for foreign applicants. If your filing has already been rejected, the method described for overcoming an INPI rejection on occupancy proof and complementary documents applies equally to branches.
B. What tax, accounting and unlimited liability come with a branch that has no separate legal existence?
The absence of legal personality is not a technical footnote; it reshapes tax, accounting, employment and enforcement. On tax, the branch is treated as a permanent establishment (établissement stable) of the foreign company. French corporate tax is strictly territorial: article 209 of the code général des impôts taxes profits “en tenant compte uniquement des bénéfices réalisés dans les entreprises exploitées en France”, alongside profits whose taxation “est attribuée à la France par une convention internationale relative aux doubles impositions”. In plain terms, the profits your branch earns in France are taxed in France at the standard IS rate — currently 25% — and the applicable double-tax treaty decides the boundary between the French share and the home-country share. Because the branch has no personality of its own, Business France warns that, without its own legal existence, a branch cannot access the tax advantages reserved to French companies: several French incentives, reduced rates and credits are reserved to French-resident companies or computed at the level of a French tax group (intégration fiscale) that a branch cannot join as a member.
Accounting and VAT follow the establishment wherever it operates. The branch must keep its own accounts, register with the Trade and Companies Register (RCS), and pay the taxes applicable to businesses in France. On VAT, any person carrying out taxable transactions in France must identify and declare: article 286 of the code général des impôts requires every taxable person, “Dans les quinze jours du commencement de ses opérations, souscrire au bureau désigné par un arrêté une déclaration conforme au modèle fourni par l’administration”, and adds that “Une déclaration est également obligatoire en cas de cessation d’entreprise”. The branch therefore needs a French VAT number, files French VAT returns (CA3) on the French calendar, and charges French VAT on its domestic supplies under the territorial rules of article 256 of the code général des impôts. Our dedicated guide to VAT registration, returns, refunds and fines for foreign-owned French businesses walks through the numbers, and the corporate tax and annual accounts calendar sets out the instalments, filing deadlines and penalties that apply once the branch is active.
The Cour de cassation has given this permanent-establishment logic real teeth. In a published Bulletin decision of 15 February 2023, pourvoi n° 21-13.288, 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 the full ruling at Cour de cassation, chambre commerciale, 15 février 2023, n° 21-13.288, publié au Bulletin. For a foreign group, the message is blunt: a branch that trades in France without proper French books and filings exposes the parent not only to reassessment but to a presumption of deliberate accounting omission — the gateway to tax penalties and, in serious cases, criminal referral. If the administration already knocks on your door, the procedure, time limits and remedies are set out in our guide to tax audits of French companies whose owners live abroad.
Liability is the second half of the same warning. Because the branch has no assets distinct from the parent’s, every French creditor — supplier, landlord, employee, tax office, URSSAF — can pursue the foreign parent directly for the branch’s debts, without first exhausting the branch’s funds. An unfair-dismissal award against the branch is enforced against the parent’s assets; a commercial lease signed by the branch representative binds the parent for nine years; a social-security reassessment lands on the parent’s balance sheet. There is no corporate veil to pierce because there is no veil at all. Employment brings the same directness: staff hired by the branch are employees under French law from day one, with a written contract, DPAE pre-hiring declaration to URSSAF, trial period rules and payslips in French. The hiring mechanics are identical to those of a subsidiary and are detailed in our guide to hiring a first employee in France as a foreign company — but with a branch, the named employer on the contract is the foreign company itself, which tends to unsettle candidates and complicates proof of employer identity before French courts.
Finally, the bank account question is harder for a branch than for a company. French banks apply strict anti-money-laundering checks to non-resident structures, and a branch file — foreign parent documents, foreign representative, no Kbis in the French sense — triggers enhanced review almost systematically. Where the company route has a tested fallback, the statutory right to an account before the Banque de France under article L. 312-1 of the code monétaire et financier, which opens with “A droit à l’ouverture d’un compte de dépôt dans l’établissement de crédit de son choix, sous réserve d’être dépourvu d’un tel compte en France”, branches face longer delays because the bank must identify the foreign parent’s owners through the whole chain. Groups that need to operate within weeks often open the capital-deposit account for a subsidiary in parallel as a fallback. The refusal playbook is described step by step in our article on bank refusals, deposit certificates, KYC freezes and the right-to-account fix.
Closing a branch deserves one sentence that many groups learn too late: deregistering the French establishment does not erase the parent’s liability for the branch’s French tax, social and employment history, and the administration can audit the closed establishment within the standard limitation periods. A branch is easy to open and slow to forget.
II. Why create a French subsidiary (filiale) instead — SAS or SARL — and how do I run it from abroad?
A. How do I incorporate a subsidiary from abroad: statutes, capital, beneficial owners and the Kbis?
A subsidiary is a French company in the full sense: a new legal person, incorporated under French law, owned by the foreign parent, with its own assets, its own debts and its own Kbis. The decisive legal moment is registration itself. Article L. 210-6 of the code de commerce states: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” From the date stamped on the RNE registration, the subsidiary — not the parent — owns the business, signs the contracts, hires the staff and answers for the debts. The Cour de cassation drew the practical consequence for pre-registration acts in a 29 November 2023 ruling: “Il résulte de ces textes que les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés. Les personnes qui ont agi au nom ou pour le compte d’une société en formation avant qu’elle ait acquis la jouissance de la personnalité morale sont tenues solidairement et indéfiniment responsables des actes ainsi accomplis, à moins que la société, après avoir été régulièrement constituée et immatriculée, ne reprenne les engagements souscrits. Ces engagements sont alors réputés avoir été souscrits dès l’origine par la société.” See Cour de cassation, chambre commerciale, 29 novembre 2023, n° 22-18.295. Foreign founders who sign a lease, order stock or hire before the Kbis arrives must therefore list those acts in an annex to the statutes or have the first shareholders’ meeting formally take them over; otherwise the individual signatory stays personally liable.
The standard vehicle for a foreign group is the SAS (société par actions simplifiée), the flexible joint-stock company, with the SARL (société à responsabilité limitée), the close limited-liability company, as the alternative for small owner-managed operations. Article L. 227-1 of the code de commerce frames the SAS as a company that “peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport”, with a single shareholder allowed as associé unique (then called SASU). article L. 223-1 of the code de commerce — gives the SARL the same limited-liability shell: “La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports.” In both cases the foreign parent, as shareholder, risks only its capital contribution — the exact opposite of the branch, where the parent risks everything. The SAS is usually preferred by foreign groups because its organisation is freely drafted in the statutes: a single president (président), who may be a foreign individual or the foreign parent company itself represented by a person, can run the company alone, while veto rights, vesting and exit clauses for future investors are written into shareholders’ agreements. The SARL is more rigid — share transfers to outsiders need approval (agrément), and the manager (gérant) regime is statutory — but it suits family or single-owner businesses. The full comparison, with social-charge consequences for the president and the gérant, is made in our guide to choosing between SAS and SARL as a foreign founder.
Incorporation from abroad follows five concrete steps. First, draft the statutes (statuts) in French — the greffe works in French, and so do the courts — designating the president or gérant, the registered office (siège social), the share capital and the decision-making rules. Second, deposit the share capital in a blocked account with a French bank, which issues the attestation de dépôt des fonds (deposit certificate) needed for filing; one euro is legally enough for an SAS or SARL, but banks, landlords and suppliers read the capital figure as a seriousness signal, and anything under a few thousand euros invites extra questions. Third, publish a creation notice in a legal gazette (journal d’annonces légales) of the registered-office department, which produces the publication certificate for the file. Fourth, file the single electronic dossier on the Guichet unique: statutes, deposit certificate, publication certificate, proof of the registered office (lease, sublease with the landlord’s consent, or domiciliation contract with an approved provider), identity and clean-record statements of the director, and the RBE beneficial-owner declaration identifying the ultimate natural persons behind the foreign parent. Fifth, collect the Kbis, the SIREN/SIRET numbers and the VAT number, and check the BODACC publication a few days later. From signature to Kbis, a clean foreign-owned file typically takes two to four weeks; files with layered offshore ownership or regulated activities take longer because the greffe verifies the whole control chain.
Two traps catch foreign parents at this stage. The registered-office proof is the leading cause of rejection: a foreign utility bill, a hotel address or a friend’s flat without a proper domiciliation contract will bounce, and the file restarts. The second trap is governance from abroad: a president who lives outside France can run a French SAS, but French banks, the VAT office and URSSAF all prefer — and sometimes in practice require — a reachable French contact with power to sign, which is why many groups appoint a French-resident general manager (directeur général) or give a local adviser a limited power of attorney. Non-EU directors should also check their residence and work-permit position before accepting office, since directing a French company from a tourist stay creates immigration exposure that no corporate file can cure.
B. How do I run the subsidiary remotely: corporate tax, VAT, payroll and the annual legal calendar?
Once the Kbis is issued, the subsidiary lives on three parallel calendars — tax, social and corporate — and a foreign owner must staff all three even when nobody from the group lives in France. On corporate tax, the subsidiary is a French-resident company fully liable to IS on its worldwide profits attributable to France, under article 206 of the code général des impôts, which makes “passibles de l’impôt sur les sociétés” the SA, the SAS, the SARL and their equivalents “quel que soit leur objet”. Unlike the branch, the subsidiary can use the French toolkit in full: carry-forward of tax losses, research tax credit (crédit d’impôt recherche) for genuine R and D, reduced 15% IS rate on the first 42,500 euros of profit for qualifying SMEs, and membership of a French tax group headed by a French holding company. Dividends it pays up to the foreign parent suffer French withholding tax (retenue à la source), usually 25%, reducible under the applicable double-tax treaty — 0 to 15% in most European and American treaties — provided the parent files the treaty claim forms before payment. The mechanics of approving the accounts that produce those dividends, and bringing the money home lawfully, are set out in our guide to approving annual accounts and repatriating dividends from abroad, including the shareholder current-account (compte courant d’associé) technique for short-term funding, detailed in our article on lending to your French company and getting repaid.
VAT and payroll run on the same rules as for any French company, with one foreign-owner overlay: distance makes deadlines deadlier. The subsidiary declares VAT from its first transactions, files electronically, and reclaims input VAT on French expenses — a cash-flow advantage the branch shares but the liaison office never has. On payroll, each hire triggers the DPAE declaration to URSSAF before the start date, a written French-law contract, registration with the occupational health service and payslips showing the full French social-charge stack, roughly 42 to 47% of gross salary in employer charges on top of net pay. The director’s own position must be classified correctly: a minority or non-shareholder president is assimilated to an employee for social security (assimilé salarié) and pays contributions without unemployment cover, while a majority gérant of SARL is self-employed (travailleur non salarié) under a different scheme — and a director who stays resident abroad may owe nothing in France at all, or may fall into a treaty gap that costs dearly if misread. The three reference points are our analyses of social charges for non-resident presidents and gérants, salary-versus-dividends optimisation for foreign directors, and the posting rules when the group sends its own staff from home in our guide to SIPSI declarations, A1 certificates and fines for secondments.
The annual corporate calendar is non-negotiable and runs against the director personally. Within six months of the financial year-end, the shareholders — the foreign parent, voting by written resolution or video-meeting minutes that satisfy the statutes — must approve the annual accounts (approbation des comptes), allocate the result, and file the accounts with the greffe for publication, with late filing fines and, after repeated default, the commercial court ordering filing under penalty (astreinte). The RBE declaration must be kept current: any change in the ultimate owners must be declared within 30 days, and the court can order compliance under penalty or strike the company off. Companies that let bookkeeping drift discover the price when the accountant changes, the bank asks for certified accounts, or a buyer appears — the exact situations covered in our guides to recovering books and INPI access when the accountant blocks the file and to selling shares in SAS and SARL companies from abroad. Shareholder disputes, finally, are fenced by the statutes you drafted on day one: deadlock, forced exit and buyout clauses belong in the original file, as explained in our article on deadlock, exclusion and exit for foreign shareholders. And when the French adventure ends, the subsidiary — unlike the branch — can be dissolved and liquidated cleanly, distributing a liquidation surplus under a controlled tax treatment, as described in our guide to closing a French company from abroad.
Conclusion
Choose the branch when you need a fast, light commercial footprint in France — a few contracts, a sales representative, a test market — and the parent can live with direct, unlimited liability for everything the branch does, including its tax and employment history. Choose the subsidiary when France is a lasting commitment: own staff, own premises, French clients who want a French counterparty, fundraising or public aid, or simply the elementary protection of limited liability behind a Kbis in the company’s own name. In both cases the Guichet unique file, the RBE declaration, the VAT identification and the first hire follow the same French logic, and in both cases the Cour de cassation reads the books strictly — permanent establishments taxed and documented as French businesses, companies born only on registration day. Groups that hesitate between the two often start with a branch and convert to a subsidiary within eighteen months, paying twice for what one well-drafted incorporation would have settled. Put the decision in writing at board level, file once, file completely, and keep the French calendars as carefully as the home ones: France rewards foreign investors who respect its forms, and it audits the others.
Need a quick opinion on your case.
A telephone consultation is available within 48 hours with an attorney of the firm. Call +33 6 46 60 58 22 or write via the contact page. We assist foreign companies setting up branches and subsidiaries in France, in Paris and throughout Île-de-France.