You run a company in London, New York, Dubai or Singapore, your French customers keep asking for local invoices, a Paris distributor wants an exclusive contract, or a first French hire is ready to start next month — and your accountant back home asks the question that will shape your tax bill and your personal exposure for years: are you going to work in France through a branch of your existing company, or are you going to create a French subsidiary? A succursale (branch) is not a new company at all: it is your foreign company acting in France under its own name, with no legal wall between Paris and head office. A filiale (subsidiary) is a brand-new French company — usually a SAS (société par actions simplifiée, the flexible French joint-stock company) or a SARL (société à responsabilité limitée, the French limited liability company) — owned by your foreign company, with its own legal personality, its own debts and its own tax life. Choose the branch and a Paris lawsuit can reach the parent’s assets; choose the subsidiary and you gain a shield but accept a full French company to run, with accounts to approve, tax to pay and filings to make every year.
This guide gives foreign founders and in-house teams the complete decision in business language: the liability difference between branch and subsidiary with the exact legal texts, how to pick between SAS and SARL when the owner lives abroad, how to register either route on the guichet unique (the single online company-formalities portal run by the INPI, the French intellectual property office, mandatory for all filings since 2023) and collect your Kbis (the official registration certificate issued by the greffe, the clerk’s office of the commercial court), when France taxes your profits through an établissement stable (a stable establishment, the tax presence that makes profits taxable in France) with two recent court rulings to prove it, and how to hire your first employee without breaking French labour law — all without boarding a plane. For the full journey from arrival to daily operation, read it together with our hub guide on setting up a company in France as a foreign founder.
I. Should Your Foreign Company Open a Branch (Succursale) or Create a Subsidiary (Filiale) in France?
A. Why Does a Branch Keep You Liable at Home While a Subsidiary Shields the Parent?
The distinction starts with legal personality, and French law states it bluntly. A subsidiary incorporated in France becomes a person in the eyes of the law the day it is registered: Article 1842 of the Civil Code provides that companies “jouissent de la personnalité morale à compter de leur immatriculation”, meaning they enjoy separate legal personality from the moment of registration. Your Delaware LLC, English Ltd or Dubai holding creates a French child that owns its own bank balance, signs its own contracts, owes its own debts and can be sued without automatically dragging the parent into the Paris courtroom. A branch is the exact opposite: the succursale has no personality of its own, no capital of its own and no wall of its own. Every contract signed by the Paris branch binds the foreign head office directly, every debt of the branch is a debt of the parent, and a French creditor who cannot get paid in Paris can chase the parent’s assets abroad under the ordinary rules of international enforcement. Speed is the branch’s only real selling point — there are no articles of association to draft, no share capital to deposit, no shareholder meetings to organise — but that speed is bought with unlimited exposure.
Registration reflects the same logic. Because a branch is your company acting locally, French commercial law does not ask it to incorporate; it asks it to declare itself. Article L123-1 of the Commercial Code requires registration for “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 covers exactly your situation: a commercial company headquartered outside France with an establishment on French soil. In practice the foreign company files the branch on the guichet unique, receives a SIREN number (the nine-digit identification number every French business entity carries) for the establishment, and appears on the RCS (Registre du commerce et des sociétés, the French trade and companies register) as a foreign company with a French establishment — not as a French company. The subsidiary, by contrast, goes through a full incorporation: name reservation in practice, drafted articles, deposited capital, appointment of a président (the legal representative of a SAS) or a gérant (the manager of a SARL), publication in a legal-notices paper, and registration that creates a new French legal person with its own Kbis.
Tax follows presence, not paperwork, and this is where foreign founders get hurt. France taxes the profits of businesses operated on its territory: Article 209 of the General Tax Code taxes profits “en tenant compte uniquement des bénéfices réalisés dans les entreprises exploitées en France”, taking into account only profits made by businesses operated in France, “ainsi que de ceux dont l’imposition est attribuée à la France par une convention internationale relative aux doubles impositions”, plus profits whose taxation is assigned to France by a double-tax treaty. A branch that trades actively in France is therefore fully inside French corporate tax (IS, impôt sur les sociétés), and the administration does not need your permission to say so. The Nantes administrative court of appeal confirmed the mechanism against a Romanian construction company that claimed it had no French presence: the court recalled that “Il résulte de ces dispositions que ne sont passibles de l’impôt sur les sociétés que les seuls bénéfices réalisés dans des entreprises exploitées en France dans le cadre d’un établissement autonome ou dont l’imposition est attribuée à la France par une convention internationale relative aux doubles impositions”, and upheld the reassessment in CAA Nantes, 26 November 2020, no. 18NT04049. The facts read like a warning to every foreign operator: “Par une proposition de rectification du 15 décembre 2014, l’administration a constaté l’existence d’un établissement stable de la société en France et procédé, en droits et pénalités, à des impositions d’impôt sur les sociétés au titre des exercices clos en 2011 et 2012 et des rappels de taxe sur la valeur ajoutée pour la même période.” A site office, a local team signing deals, a fixed place of business — and two years of corporate tax plus VAT reminders arrive together.
The mirror case proves the rule works in both directions. In CAA Paris, 24 January 2024, no. 22PA03519, a Paris SAS named Teads France had been taxed in France on profits earned through its Belgian arm: “La société par actions simplifiée (SAS) Teads France, sise à Paris 6ème, a été imposée au titre de l’impôt sur les sociétés et de la cotisation sociale à raison des bénéfices réalisés par son antenne belge au titre des exercices clos les 31 décembre 2017 et 2018.” The dispute turned on whether the Belgian operation really was an autonomous establishment — the same test, applied to a French parent with a foreign branch. And the Cour de cassation shows how aggressively the French administration pursues foreign companies it suspects of hiding French profits: in Cass. com., 15 February 2023, no. 21-13.288, a Luxembourg limited company challenged tax dawn raids, and the ruling records that “un juge des libertés et de la détention (JLD) a, sur le fondement de l’article L. 16 B du livre des procédures fiscales, autorisé des agents de l’administration fiscale à effectuer des visites et saisies dans des locaux” in France “en vue de rechercher la preuve de la commission, par la société Orefa, d’une fraude fiscale”. A foreign legal form is no invisibility cloak: if money is earned in France, the French tax office claims its share, with a judge’s authorisation in hand.
The business translation is straightforward. If you only need to test the French market for a few months, send engineers to a client site, or run a small liaison presence that signs nothing locally, a branch — or even a simple liaison office that conducts no commercial activity — keeps costs down. The moment the French presence negotiates prices, signs contracts, holds stock, invoices clients or employs a sales team with authority to close deals, you have a taxable establishment whatever the letterhead says, and the question is no longer whether France will tax you but through which vehicle you prefer to be taxed, sued and audited. A subsidiary concentrates French risk inside a French shell the parent can fund, insure and if necessary let go; a branch leaves the parent’s global balance sheet directly on the table. Most foreign groups that come to stay therefore incorporate a subsidiary and keep the branch for short, bounded missions — a choice the registration and tax chapters below turn into concrete steps.
B. SAS or SARL: Which French Subsidiary Fits a Foreign Owner?
Once the subsidiary route is chosen, nine foreign founders out of ten pick the SAS, and the statute explains why in its very first article. Article L227-1 of the Commercial Code states: “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” One or more persons, losses limited to contributions — and, crucially, organisation left almost entirely to the articles. The foreign parent, as sole shareholder of a SASU (the one-shareholder version of the SAS), writes tailor-made articles in plain business language: who decides what, by which majority, by email vote from abroad or by video meeting, how the président is appointed and removed, whether a second signatory is needed above a threshold, how dividends flow back to the parent. No statutory meeting calendar, no rigid share-transfer regime, no employee-shareholder machinery imposed by default. For a group that wants its French subsidiary to mirror head-office governance — a New York board controlling a Paris vehicle, a London holding moving cash by quarterly dividend — the SAS is the natural fit, and banks, landlords and the greffe process thousands of them every year without blinking.
The SARL plays a different game. Article L223-1 of the Commercial Code provides: “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 looks identical on paper, and the one-shareholder version — the EURL (entreprise unipersonnelle à responsabilité limitée) — is equally available to a foreign parent. The difference lies in rigidity and social charges. SARL shares (parts sociales) cannot be transferred freely: any sale to a third party needs the approval of the existing shareholders, which protects family businesses but slows down group restructurings and investor entries. Management is locked into the gérant model with statutory majorities for most decisions, and a gérant who is also a majority individual shareholder falls into the TNS (travailleur non salarié, self-employed) social-security regime — cheaper in contributions but thinner in coverage — while the president of a SAS is always treated as an employee-like executive (assimilé salarié) affiliated to the general scheme. For a foreign company whose French director will be a local hire or an expatriate executive, the SAS president status is simpler to explain, simpler to insure and simpler to payroll.
Capital and funding push the same way. Neither form imposes a meaningful minimum — one euro of share capital is legally enough for both — but credibility with French banks, landlords and suppliers starts around several thousand euros actually deposited, and the deposit certificate (attestation de dépôt des fonds) from the bank remains the document the greffe wants to see. Shareholder loans from the foreign parent (apports en compte courant d’associé, the current-account advances shareholders lend their company) are the standard top-up: fast, flexible, repayable, and documented by a simple loan agreement rather than a capital increase. Keep two disciplines from day one. First, paper every advance with a written agreement stating amount, interest and repayment terms, because undocumented cash shuttling between parent and subsidiary is exactly what tax auditors and insolvency courts reclassify when things go wrong. Second, remember that a subsidiary that loses half its capital must formally decide whether to continue or dissolve — the alert procedure your accountant will flag — whereas a branch never faces that question because it has no capital to lose, only a parent to bill.
Governance from abroad is where the SAS repays its drafting cost. A foreign parent should write articles that answer five questions explicitly: who calls a shareholder decision and with what notice; whether votes can be cast by email, video or written consent so nobody flies to Paris for a signature; who represents the company toward banks and the administration day to day, and with what single-signature limit; how the président is removed and what severance, if any, applies; and how profits return home — dividend mechanics, interim dividends and the current-account channel. Name a directeur général délégué (a deputy executive the articles can empower alongside the president) only if the Paris operation genuinely needs two signatories, because every empowered officer multiplies the paperwork: identity documents, criminal-record declarations, and filings on the guichet unique for each appointment. One president, one clear signature limit, decisions by written consent — that trio runs a subsidiary from another continent with a fraction of the friction, and it is precisely what the SARL’s statutory straitjacket makes harder to achieve.
Two edge cases complete the choice. If the French project is a regulated activity — banking, insurance, payment services, legal or accounting practice — the vehicle may be imposed by the sector regulator, and neither the SAS nor the SARL is automatically available, so check the licence before drafting anything. And if the goal is only to hire one person in France with no local sales, neither a branch nor a subsidiary may be needed at all: France allows foreign employers without a French establishment to register directly with the dedicated URSSAF service for foreign firms (Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the social-security collection agency) and payroll a French employee from abroad. That shortcut covers employment only — it creates no entity able to sign leases, open a full business bank account or invoice French VAT — so treat it as a waiting room, not a strategy, and move to a branch or subsidiary as soon as real business starts.
II. How Do You Register, Pay Tax and Hire Through Your French Presence Without Flying to France?
A. How to Register Your Branch or Subsidiary on the Guichet Unique and Get Your Kbis From Abroad
Since 1 January 2023 every creation, modification and closure in France passes through one door. Article L123-33 of the Commercial Code 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” — one single electronic file, deposited with the designated single body, counts as a declaration to every administration concerned. In practice that body is the guichet unique operated by the INPI at procedures.inpi.fr, and the English-language guidance on the company formalities window and the company-creation formalities page of service-public.fr walks foreign founders through the same steps French founders take. A Paris business-law firm or a bilingual formation agent files the dossier for you under a power of attorney; your physical presence is never required, but a complete file is — the registry rejects incomplete filings outright, and each rejection costs days.
For a branch, the file proves that a real foreign company stands behind the French establishment. Expect to provide a certified copy of the parent’s registration certificate from its home country with a sworn French translation, the parent’s articles or equivalent constitutional document, the resolution of the competent parent body deciding to open a French branch and appointing the branch’s local representative (représentant légal de la succursale), that representative’s identity document and declaration of non-conviction, and proof of the French premises. Premises deserve attention because the statute is explicit: Article L123-11 of the Commercial Code requires that “Toute personne morale demandant son immatriculation au registre du commerce et des sociétés doit justifier de la jouissance du ou des locaux où elle installe, seule ou avec d’autres, le siège de l’entreprise, ou, lorsque celui-ci est situé à l’étranger, l’agence, la succursale ou la représentation établie sur le territoire français.” A signed lease, a sublease with the landlord’s consent, or a domiciliation contract with an authorised domiciliation company all satisfy the requirement; a bare PO box does not. Foreign founders commonly start with a domiciliation address in Paris or Île-de-France — the Paris commercial court (tribunal de commerce de Paris) and its greffe process the heaviest volume of foreign files in the country — then move to a real lease once headcount justifies it.
For a subsidiary, add the incorporation layer: signed articles designating the first president or manager, the bank’s deposit certificate for the share capital, the list of subscribers with amounts paid, the beneficial-owners declaration (registre des bénéficiaires effectifs, the RBE filing that identifies the humans who ultimately own or control the company), and the legal-notices publication. Two documents cause most foreign-file delays, so prepare them first: the capital-deposit certificate, because French banks apply strict anti-money-laundering checks to non-resident shareholders and take weeks to release it, and the sworn translations, because the greffe reads French only. Open the capital-deposit file with the bank before you finalise the articles, not after, and instruct your translator in parallel — sequential work is how a three-week incorporation becomes a three-month one. Once the file is complete and accepted, registration produces the Kbis within days: that single page, bearing the SIREN number, the registered address, the legal representative and the activity code, is what landlords, banks, suppliers and the VAT office will ask for before doing anything with you.
Three follow-on registrations decide whether the new presence can actually trade. First, publication: incorporations and branch openings are announced in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company registrations, insolvencies and sales of businesses are published), which makes the entity opposable to third parties and lets counterparties verify you. Second, the tax accounts: the company activates its professional space on impots.gouv.fr (the French tax administration portal) for corporate tax, VAT and the annual company-tax returns, because paper communication with the French Treasury is effectively dead. Third, the employer account: even before the first hire, identify the applicable collective agreement (convention collective, the sector-wide labour agreement that sets minimum pay, working time and dismissal rules for your industry) from the activity code, since it will govern the employment contracts, the pay slips and the employer’s contribution rates from day one. A file that stops at the Kbis and skips these three activations is a company that exists on paper and cannot operate — the most common and most expensive rookie error.
Run the whole process under one discipline: originals or certified copies, sworn translations, consistent spelling of every name and address across all documents, and a single person — inside the firm or at your counsel — owning the checklist. The guichet unique rejects mismatches a human clerk might once have forgiven: a middle name present on the passport but missing on the non-conviction declaration, a registered address spelled differently on the lease and the articles, a parent-company name translated instead of reproduced. Each rejection restarts the clock while rent, salaries and client deadlines run. Foreign founders who treat registration as an administrative commodity and delegate it to the cheapest unsupervised provider pay for it in weeks; those who file once, completely, hold a Kbis in under a month and move on to selling.
B. How to Pay French Corporate Tax and VAT and Hire Your First Employee Lawfully
Corporate tax starts the day the French presence trades, not the day you feel established. At the standard rate — 25 percent on profits, with reduced treatment for small-company profit slices under the conditions your accountant confirms each year — the branch pays IS on the profits attributable to its French activity, and the subsidiary pays IS on its own full profit, with the file, the payment and the audit trail all sitting on impots.gouv.fr. The two traps are symmetrical. The branch trap is denial: headquarters books all French sales as export revenue, keeps no French analytical accounting, and discovers during an audit that the administration has reconstructed a French profit with penalties — exactly the Acco-Man pattern, where the administration established the stable establishment first and priced the tax second. The subsidiary trap is overconfidence: the parent invoices the subsidiary for management fees, royalties or interest at prices no independent company would accept, and the administration reassesses the difference as a disguised profit transfer. Keep a French analytical profit-and-loss from month one for a branch, and a written transfer-pricing file with comparable margins for a subsidiary that trades with its parent — both cost a fraction of one reassessment.
VAT (TVA, taxe sur la valeur ajoutée) runs on a parallel track and bites earlier, because it taxes turnover, not profit. A branch that sells goods or services in France charges French VAT, files French VAT returns (déclarations CA3, the monthly or quarterly VAT return form) and reclaims input VAT through the same channel; a subsidiary does exactly the same as any French company. The registration moment matters: the French VAT number is issued after the SIREN registration, and cross-border founders should request it immediately rather than invoicing first and registering later, because a missing VAT number freezes client payments and blocks input-VAT recovery. E-invoicing reform adds a deadline layer — structured electronic invoicing between taxable businesses is becoming mandatory in stages, and a new French entity should choose compliant invoicing software from its first invoice rather than migrating mid-year. Treat VAT as a cash-flow function with its own calendar, not as an appendix to corporate tax: late or missing CA3 filings trigger automated penalties long before any human auditor opens your file.
Dividends and cash repatriation complete the tax picture, and the vehicle changes the plumbing. A subsidiary distributes after-tax profits to its foreign parent by shareholder vote, with French withholding tax (retenue à la source) potentially reduced or eliminated by the applicable double-tax treaty and by European directives for qualifying EU parents — the claim your tax counsel documents before the first distribution, not after the Treasury asks. A branch has no dividends to vote: its profits are deemed remitted, and a specific branch tax can apply subject to treaty relief, which is one more line for your counsel to check against the treaty with your home country. In both cases the repatriation chain needs a paper trail a bank will accept: distribution minutes or branch accounts, treaty-residence certificates, withholding returns, and bank transfer references that match the resolutions. Banks processing large France-to-abroad transfers without matching paperwork freeze first and ask later, under anti-money-laundering duties that no commercial urgency overrides.
Hiring the first employee is the moment foreign groups most often break French law without realising it. The rule fits in one sentence: Article L1221-10 of the Labour Code states that “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 one starts work before the nominative declaration — the DPAE (déclaration préalable à l’embauche, the pre-hiring declaration filed with URSSAF) — has been completed. The written contract follows within days, in French or bilingual form, stating job title, pay, working time, place of work and the applicable convention collective; the 35-hour week (durée légale du travail) frames overtime rates at 25 and 50 percent; the trial period (période d’essai) must be written into the contract to exist at all. A branch hires in its own capacity as a French employer with a French payroll number; a subsidiary hires as a French company. Either way the employee is fully French-law governed from the first payslip, with monthly DSN (déclaration sociale nominative, the monthly payroll data feed to the social agencies) filings and payslips that itemise every contribution.
Govern the employment relationship from abroad with the same rigour as the tax file. Time records for every employee from week one — the employer’s burden of proof on working time is heavy in French courts, and reconstructed Excel sheets after a dispute starts carry no weight. Written objectives and semi-annual reviews for anyone whose performance might one day be questioned, because a dismissal file is built during employment, never after it. A termination protocol that respects the applicable procedure — personal-dismissal meeting with five working days’ notice, severance at least at the statutory scale, settlement only through a proper transaction (the settlement agreement that closes disputes with mutual concessions) after dismissal notification — since shortcut dismissals are overturned and cost far more than the procedure would have. Foreign managers used to at-will employment find French dismissal law rigid; it is rigid by design, and the groups that thrive treat the first hire’s file as carefully as their first tax return. One compliant hire with a clean DPAE, a written contract, real time records and a suitable convention collective teaches the organisation the reflexes that the tenth hire will need at scale.
Conclusion
The branch-or-subsidiary decision is a liability decision first and a tax decision second. A succursale keeps you fast and cheap but leaves the foreign parent directly exposed: no separate personality, no capital wall, registration as a foreign company with a French establishment under Article L123-1 of the Commercial Code, and full French corporate tax on locally operated profits under Article 209 of the General Tax Code — with the Nantes court of appeal (no. 18NT04049) and the Paris court of appeal (no. 22PA03519) showing that the administration establishes the taxable presence first and prices it second, and the Cour de cassation (no. 21-13.288) authorising dawn raids on foreign companies suspected of French tax fraud. A filiale costs a real incorporation but buys a real shield: separate personality from registration under Article 1842 of the Civil Code, losses limited to contributions in both the SAS (Article L227-1) and the SARL (Article L223-1), and governance the foreign parent writes to suit itself — which is why groups that come to stay overwhelmingly choose the SAS. Either route runs through the same operating core: one complete file on the guichet unique under Article L123-33, proven premises under Article L123-11, a Kbis that unlocks banks and leases, VAT registration before the first invoice, documented transfer prices and dividend mechanics, and a first hire declared before day one under Article L1221-10 of the Labour Code. Decide the vehicle on liability, fund it cleanly, file once and completely, and France becomes a subsidiary that reports profits — not a branch that reports problems.
Need a quick opinion on your case
You are bringing your foreign company to France and hesitating between a branch and a subsidiary, a SAS and a SARL. The firm offers a phone consultation: 80 EUR including VAT, within 48 hours with a lawyer of the firm. Call +33 6 46 60 58 22 — Maître Reda Kohen. Send your home-company documents and your French project outline through our contact page before the call so the advice is concrete.