You live in London, New York, Dubai or Singapore and you want to sell, hire or invoice in France. The first question your French lawyer will ask is a simple one: do you want to create a French company, or do you want to operate in France through the foreign company you already own? And if you create a French company, should it be a SAS (société par actions simplifiée), a SARL (société à responsabilité limitée), or their one-person versions, the SASU and the EURL? If you keep your foreign company, should you register a branch (succursale) or incorporate a subsidiary (filiale)? This choice shapes everything that follows: who can sign contracts, who is liable for debts, how profits are taxed, which social security scheme covers the director, whether you need a French bank account before or after registration, and how fast you can hire your first employee. This guide, written for foreign founders and groups doing business in France, walks you through the decision and then through the registration steps you can complete from abroad. It builds on our complete walkthrough for foreign founders setting up in France, and every decisive rule below is quoted from the statute in force so you can check it yourself on Légifrance, the official French database of laws.

I. Should I Set Up a SAS, a SARL, a Branch or a Subsidiary in France?

A. SAS vs SARL: Which French Company Suits a Foreign Founder?

For a foreign founder creating a new French business, the contest is almost always between two vehicles: the SAS and the SARL. Both shield your personal assets in the same way, both can be formed by a single person, and both require no minimum capital. But they differ deeply in flexibility, management and the social security position of the director, and those differences matter more when you live abroad.

Start with what they share. Article L.227-1 of the Commercial Code (Code de commerce) states that “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.”In plain English, a SAS can be formed by one or more persons whose losses are limited to their contributions. The official page is Article L.227-1 of the Commercial Code on Légifrance. Mirror language exists for the SARL: Article L.223-1 provides that “La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports.” See Article L.223-1 of the Commercial Code on Légifrance. In both cases, as a shareholder (associé in a SARL, associé or actionnaire in a SAS), you risk the money you put in, not your house in London or your savings in New York, provided you run the company properly and do not confuse its assets with your own. When there is only one founder, the SAS is called a SASU (société par actions simplifiée unipersonnelle) and the SARL an EURL (entreprise unipersonnelle à responsabilité limitée); the single owner exercises the powers of the collective meeting alone.

The first real difference is contractual freedom. The SAS is the flexible company of French law. Article L.227-5 says, in one short sentence: “Les statuts fixent les conditions dans lesquelles la société est dirigée.” See Article L.227-5 of the Commercial Code on Légifrance. In practice, the articles of association (statuts) of a SAS can create a president, a general manager, a board, an investment committee, weighted voting rights, veto rights for the foreign parent, different classes of shares, lock-up clauses and forced-sale clauses, almost at will. This is why international groups and startups raising money almost always pick the SAS: the French subsidiary can mirror the governance of the group, give the foreign parent company appointment and dismissal rights over managers, and organise investor entry without rewriting the law each time. The SARL is the opposite: its organisation is largely written in the statute itself. Shares (parts sociales) cannot be transferred freely to outsiders, management belongs to one or more gérants, and many decisions require statutory majorities that the articles can only adjust at the margins. For a family business or a small partnership where the founders know and trust each other, that rigidity is protective. For a foreign group that wants full control from headquarters, it can feel like a straitjacket.

The second difference is who manages and who can bind the company. A SAS is represented by a president (président), who can be an individual or a legal entity. Article L.227-6 of the Commercial Code provides that “La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts.” It adds that “Le président est investi des pouvoirs les plus étendus pour agir en toute circonstance au nom de la société dans la limite de l’objet social.” And it closes the door to hidden limits: “Les dispositions statutaires limitant les pouvoirs du président sont inopposables aux tiers.” See Article L.227-6 of the Commercial Code on Légifrance. Concretely, a client, supplier or landlord dealing with your SAS president is protected even if the president exceeded an internal limit only written in the articles. A foreign parent company can itself be appointed president of its French SAS and act through its own representative, which groups find convenient. A SARL, by contrast, is managed by one or more gérants, and Article L.223-18 requires that “La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques.” See Article L.223-18 of the Commercial Code on Légifrance. Only a human being can be gérant of a SARL, never a company. If your plan was to have the foreign holding company itself manage the French entity, the SARL forbids it and the SAS allows it.

The third difference is capital and how much cash you must actually pay on day one. In both companies, the amount of the share capital is set freely in the articles: Article L.223-2 states that “Le montant du capital de la société est fixé par les statuts. Il est divisé en parts sociales égales.” See Article L.223-2 of the Commercial Code on Légifrance. The official Service-Public guidance confirms there is no minimum capital for either form: the SAS table entry describes a company of great flexibility with no minimum capital, and the SARL entry likewise states no minimum capital, as shown on the official Service-Public page on how to create a company. But the SARL offers a cash-flow advantage written in Article L.223-7: “Les parts représentant des apports en numéraire doivent être libérées d’au moins un cinquième de leur montant.” The balance follows later since “La libération du surplus intervient en une ou plusieurs fois sur décision du gérant, dans un délai qui ne peut excéder cinq ans à compter de l’immatriculation de la société au registre du commerce et des sociétés.” And the money paid in is protected because “Les fonds provenant de la libération des parts sociales sont déposés dans les conditions et délais déterminés par décret en Conseil d’Etat.” See Article L.223-7 of the Commercial Code on Légifrance. In plain terms, a SARL founder can start with one euro of capital and pay up only one fifth of cash contributions immediately, the rest within five years. For a SAS, contributions in cash likewise need a bank deposit certificate before registration, and the official guidance is clear that this capital deposit step, with its bank attestation (attestation de dépôt des fonds), is compulsory for all commercial companies. If your bank delays or refuses the deposit because you live abroad, read our guide on what to do when the bank refuses your company account before you change the whole structure for a banking problem.

The fourth difference, and often the decisive one for a founder who will personally run the French business, is the director’s social security position. France has two worlds. Employees and executive directors treated like employees belong to the general scheme (régime général): Article L.311-2 of the Social Security Code (Code de la sécurité sociale) provides that “Sont affiliées obligatoirement aux assurances sociales du régime général, quel que soit leur âge et même si elles sont titulaires d’une pension, toutes les personnes quelle que soit leur nationalité, de l’un ou de l’autre sexe, salariées ou travaillant à quelque titre ou en quelque lieu que ce soit, pour un ou plusieurs employeurs et quels que soient le montant et la nature de leur rémunération, la forme, la nature ou la validité de leur contrat ou la nature de leur statut.” See Article L.311-2 of the Social Security Code on Légifrance. Self-employed directors (travailleurs non salariés, universally shortened to TNS) belong to the independent workers’ scheme instead: Article L.131-6 states that “Les cotisations de sécurité sociale dues par les travailleurs indépendants non agricoles ne relevant pas du dispositif prévu à l’article L. 613-7 sont assises sur l’assiette définie à l’article L. 136-3.” See Article L.131-6 of the Social Security Code on Légifrance. In practice, the paid president of a SAS is affiliated to the general scheme as an assimilé salarié, meaning broadly the same health, family and pension cover as an employee, but without unemployment insurance, and contributions are heavier. The majority gérant of a SARL is TNS, with lower contributions but thinner cover, particularly on pensions and daily sickness allowances. A minority or non-shareholder gérant of a SARL can be assimilé salarié. For a foreign founder who keeps a salary abroad, the TNS route of a majority-held SARL or EURL can reduce French social charges on modest drawings, while the SAS route protects better and reassures banks and landlords. Our detailed comparison of director social security, TNS versus assimilé salarié, for companies run from abroad works through the numbers and the URSSAF collection machinery, run by URSSAF, the body that collects social contributions.

So which one, in short? Choose the SAS or SASU when a foreign parent or investor must control the company, when managers may be legal entities, when you want tailor-made governance, employee share plans or fundraising, and when the director prefers general-scheme cover. Choose the SARL or EURL when the business is a small operating company with one or two known partners, when you want the lowest possible immediate cash outlay with the one-fifth pay-up rule, and when the majority manager accepts TNS cover in exchange for lighter charges. Both are fully respectable in the eyes of French banks, landlords and the commercial court registry (greffe, the registry office of the commercial court that keeps the trade register). Neither choice is reversible without cost, since converting a SARL into a SAS later requires a formal conversion procedure, an auditor’s report in some cases and a new registration, so decide with your five-year plan in mind, not only the incorporation invoice.

B. Branch vs Subsidiary: Should I Extend My Foreign Company or Create a French One?

If you already own a company abroad, a second question arises before the SAS-versus-SARL debate: should you register a branch of that foreign company in France, or incorporate a French subsidiary that the foreign company will own? The economics ministry (ministère de l’Économie) describes the two routes in its official guide to setting up a foreign business in France, and the distinction is fundamental.

A branch, called a succursale, is not a new company. It is the same foreign legal person operating premises in France. The official guide explains that the branch has no legal autonomy and no assets of its own distinct from the parent, that it is run by a legal representative who is most often an employee, and that it works like an agency attached to headquarters without particular formalities for decision-making. The upside is speed and simplicity: no share capital to deposit, no articles of a new company to draft, no shareholders’ meetings under French law. The downside is unlimited exposure: every French debt, lawsuit, tax reassessment or employee claim can reach the foreign parent directly, because there is no separate legal person to stop it. A branch still pays French tax on its French profits as a permanent structure, and it avoids double taxation only where a bilateral tax treaty allocates the profit to France, which most treaties do for permanent establishments. Choose the branch for a light, temporary or exploratory presence: a representative office that becomes commercial, a first shop or worksite, a structure you may close within two or three years. Do not choose it to ring-fence risk, because it ring-fences nothing.

A subsidiary, called a filiale, is the opposite: a French company in its own right, usually a SAS or SARL, whose shares are held by the foreign parent. The official guide states that unlike the branch, the subsidiary is a complete legal entity, that although it is majority-controlled by the parent it holds its own assets and acts in its own name, and that it is therefore subject to French regulation on available company forms and their tax and social consequences exactly like any French company. The upside is containment: French creditors deal with the subsidiary and, outside misconduct such as wrongful trading or asset confusion, cannot reach the parent’s foreign assets. The subsidiary signs its own leases, hires its own staff, holds its own bank account and builds its own credit history and Kbis. The Kbis is the official registration certificate, an extract of the trade register that proves the company exists; every serious counterparty will ask for one less than three months old. The downside is cost and formality: capital deposit, articles, legal notice, registration, annual accounts, shareholders’ meeting and filing every year, as described in our guide to the annual legal calendar of a French company. Choose the subsidiary when France is a lasting market, when you will hire, sign a commercial lease (bail commercial, the protective 3-6-9 year lease regime), borrow, or carry inventory and liability exposure. Most foreign groups that stay beyond the test phase convert their branch into a subsidiary within a few years.

Registration law confirms that a branch is taken seriously. The trade register (registre du commerce et des sociétés, universally shortened to RCS) is introduced by Article L.123-1 of the Commercial Code: “Il est tenu un registre du commerce et des sociétés auquel sont immatriculés, sur leur déclaration :” and the list expressly includes “Les sociétés commerciales dont le siège est situé hors d’un département français et qui ont un établissement dans l’un de ces départements”. See Article L.123-1 of the Commercial Code on Légifrance. In other words, your Delaware LLC, English Ltd or Dubai holding with Paris premises must register those premises. The premises themselves must be proven: Article L.123-11 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,” and it adds the foreign case expressly, “ou, lorsque celui-ci est situé à l’étranger, l’agence, la succursale ou la représentation établie sur le territoire français”. See Article L.123-11 of the Commercial Code on Légifrance. A branch therefore needs a real address, a lease, domiciliation contract or title deed, and a representative empowered to act. Both the branch and the subsidiary are declared through the single online gateway, the guichet unique des formalités des entreprises run by the INPI (Institut national de la propriété industrielle, the French intellectual property and business formalities institute), which forwards the file to the tax office for foreign firms, the social bodies including the national centre for foreign firms, the court registry for RCS registration and the statistics institute for the SIREN number. The SIREN is the nine-digit identification number of the business; the SIRET adds five digits identifying each establishment. The official guide confirms this routing expressly for the registration of a foreign company opening an establishment in France, whether branch or subsidiary.

II. How Do I Register the Business in France From Abroad Without Mistakes?

A. What Are the Incorporation Steps: Capital, Articles, Notice and Filing?

Once the vehicle is chosen, incorporation follows a fixed sequence, and each step can be done from abroad with a French lawyer acting under a power of attorney, except the bank deposit, which depends on the bank’s own identification rules. Skipping or disordering steps is the main cause of rejected files, so take them in order.

First, draft the articles of association and, for a SAS, the shareholders’ pact if investors or a foreign parent need extra rights. The articles must name the company, state its registered office (siège social), describe its purpose (objet social), fix the capital, allocate the shares and appoint the first managers. Draft the purpose clause widely enough to cover the activities you plan within two years, because extending it later costs a new filing. If the foreign parent will own the shares, decide who signs for the parent and have the signatory’s authority proven: an extract of the foreign register with a certified translation, and where required an apostille under the Hague Convention, so the French registry accepts that the person signing the subscription actually binds the parent. Identify the ultimate beneficial owners for the register of beneficial owners (registre des bénéficiaires effectifs, known as RBE): any individual holding directly or indirectly more than twenty-five percent must be declared at incorporation, and our guide on blocked RBE filings and missing papers shows what happens when shareholders stall.

Second, open the blocked capital account and deposit the cash contributions. The official Service-Public guidance states that the capital deposit is a compulsory step for all commercial companies and that once it is made, the bank issues a deposit certificate (attestation de dépôt des fonds) which must accompany the registration file. This is the step where distance hurts most: French banks must identify the founders and the source of funds under anti-money-laundering rules, and some banks refuse non-resident files or demand the founders’ physical presence. Practical answers include choosing a bank used to non-resident founders, preparing translated identification, proof of address and company documents of the parent in advance, or using an online business bank that accepts remote identification where the file allows it. If the deposit fails, do not improvise by paying the capital into the wrong account or skipping the certificate: the registry will reject the file. Read first our guide on depositing the capital and forcing an account open when the bank says no. Contributions in kind, such as equipment or a business transferred by the founder, need a valuation procedure and, above legal thresholds, a contributions auditor (commissaire aux apports); founders who overvalue their own contributions remain personally liable for the stated value, so keep valuations documented.

Third, secure the registered address and sign the domiciliation proof. Without proof of premises, registration is impossible, and the official guidance says so plainly: without domiciliation of the business, registration of the company is not possible. Options include a commercial lease, a sublease with the landlord’s consent, a domiciliation contract with an approved business centre, or, for small starts, the director’s own home where the lease and co-ownership rules allow it. Keep in mind that the registered office fixes the competent court registry and tax office, so a Paris address means the Paris registry and Paris tax services, with their own processing times. For founders based in Paris and the wider Île-de-France region, which concentrates most foreign-owned subsidiaries, three local points deserve attention: the commercial court registry of Paris handles very large volumes, so file a complete dossier rather than a minimal one to avoid a rejection cycle; the legal announcement (annonce légale) must be published in a newspaper or online service authorised in the département of the registered office, meaning a Paris company needs a Paris-authorised outlet; and the beneficial-owners declaration, the list of directors and any regulated-activity licences are checked against the Paris file, so translated foreign documents should arrive already complete. None of this requires living in Paris, but it requires a correspondent who knows the Paris counters.

Fourth, sign the articles, appoint the managers and publish the formation notice. The notice of incorporation (avis de constitution) must be published before registration in an authorised legal announcements outlet, and the outlet then issues a publication certificate which joins the registration file. The notice states the company name, form, capital, office, purpose, duration and managers, so draft it from the final articles, not from an early draft, to avoid contradictions between the published notice and the filed articles. Then file everything on the single gateway, the guichet unique. The registry office then checks the file: Article L.210-7 of the Commercial Code provides that “Il est procédé à l’immatriculation de la société après vérification par le greffier du tribunal compétent de la régularité de sa constitution dans les conditions prévues par les dispositions législatives et réglementaires relatives au registre du commerce et des sociétés.” See Article L.210-7 of the Commercial Code on Légifrance. The greffier, the registrar of the commercial court, is not a mailbox: the office verifies that the articles contain everything the law requires and that each prescribed formality was completed. If anything is missing, the office issues a rejection or a request for correction, and the clock restarts. This is why files prepared from abroad should be reviewed by counsel before uploading, not after the first rejection.

Fifth, receive the registration identifiers and release the capital. Registration creates the legal person. Article L.210-6 states the rule in one sentence: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” See Article L.210-6 of the Commercial Code on Légifrance. From that date the company can contract, sue and be sued, and the founders’ earlier acts can be taken over by it. But beware the trap the same article sets: “Les personnes qui ont agi au nom 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.” In practice, list every pre-incorporation contract, lease deposit or order in an annex to the articles or in a takeover decision so the company assumes them; otherwise the founder who signed remains personally and jointly liable. After registration, the statistics institute issues the SIREN and SIRET numbers, the registry issues the Kbis extract, the beneficial-owners register records the declaration, and the formation notice is forwarded for publication in the official bulletin of civil and commercial announcements (Bulletin officiel des annonces civiles et commerciales, known as BODACC). Only then does the bank unblock the deposited capital into the company’s operating account. From signature of the articles to Kbis, allow two to six weeks from abroad when the file is complete, and longer whenever the bank identification or a foreign document stalls.

B. What Tax and Social Registrations Come Next: Corporate Tax, VAT and Payroll?

Registration is the birth certificate, not the end of the paperwork. The week the Kbis arrives, the company enters the French tax and social systems, and a founder living abroad must organise these filings remotely from day one, because deadlines run regardless of where the director sleeps.

Corporate income tax (impôt sur les sociétés, shortened to IS) applies automatically to your SAS or SARL in most cases. Article 206 of the General Tax Code (Code général des impôts) opens the scope plainly: “sont passibles de l’impôt sur les sociétés, quel que soit leur objet, les sociétés anonymes, les sociétés en commandite par actions, les sociétés à responsabilité limitée n’ayant pas opté pour le régime fiscal des sociétés de personnes dans les conditions prévues au IV de l’article 3 du décret n° 55-594 du 20 mai 1955 modifié”. See Article 206 of the General Tax Code on Légifrance. The standard rate is twenty-five percent on profits, and the official tax administration site impots.gouv.fr hosts the returns, payment calendars and business tax accounts through which everything is filed and paid online. Two points matter specifically for foreign-owned structures. First, France taxes profits made in France: Article 209 provides that corporate tax takes into account “uniquement des bénéfices réalisés dans les entreprises exploitées en France”. See Article 209 of the General Tax Code on Légifrance. A French subsidiary therefore pays IS on its own French results, while a branch is taxed on the profits attributable to its French establishment, with treaties preventing the same profit from being taxed twice. Second, the first year brings its own calendar: advance instalments (acomptes) during the year, the annual return (liasse fiscale) after year-end, and the local business tax called CFE (cotisation foncière des entreprises), which is due even in a loss-making year as soon as the company occupies premises on 1 January of the tax year. Our full guide to French corporate tax, instalments and the CFE for companies run from abroad sets out the rates, the filing dates and how to challenge an assessment without flying to France. If the structure involves a foreign parent billing management fees or lending to the French subsidiary, document those flows from the start: transfer pricing, withholding taxes on outbound payments and the parent-subsidiary dividend regime are the first things a tax auditor examines, and the French tax office for foreign companies follows non-resident files specifically.

Value added tax (taxe sur la valeur ajoutée, shortened to TVA) is the second front. A French company that sells goods or services in France generally needs a French VAT number, charges French VAT on its invoices and files periodic VAT returns, while exports and intra-Community supplies follow zero-rating and reverse-charge rules that must appear correctly on the invoice. Thresholds, invoice wording and return frequency are technical enough to deserve their own treatment, set out in our guide to French VAT registration, thresholds, invoicing and returns. For the choice of vehicle, remember two things. A branch with French sales has the same French VAT obligations as a subsidiary, so VAT does not decide between them. And a foreign company with no French establishment but French customers or French-based staff may still need to register for VAT or as an employer in France through the foreign-firm channels, which is exactly why the single gateway routes foreign files to the tax office for foreign businesses and the national centre for foreign firms. Tell your adviser where the customers, the goods and the staff will be before choosing, because the VAT map sometimes redraws the whole structure.

Social and payroll registrations are the third front, and the one foreign founders underestimate most. As soon as the French entity, branch or subsidiary, hires its first employee in France, it becomes a French employer with French obligations: a prior hiring declaration, a written contract in French, registration with social bodies, payslips under French rules and monthly social data filings. The affiliation rule is deliberately universal: the statute quoted above covers everyone working in any capacity for one or more employers, whatever their nationality or contract form. Contributions are collected by URSSAF and its sister bodies, and controls can start early on young companies. Our guides to hiring the first employee from abroad and to facing a URSSAF audit from abroad describe the declarations, the payslip, the monthly filing and how to answer an inspector without being on site. If the foreign company itself employs people in France without any French establishment, it must still register as a foreign employer with the national centre for foreign firms and run French payroll, so the absence of a branch or subsidiary never means the absence of French social law. And the director’s own position must be settled in parallel: a paid SAS president affiliated to the general scheme needs a payroll entry even where no employment contract exists, while a majority SARL manager pays independent-worker contributions on the professional income base defined by the article quoted above. Set these positions before the first euro is paid, because reclassifying two years of contributions after an audit costs far more than registering correctly at the start. Useful institutional portals for these steps are the single business formalities gateway, the INPI business creation pages and the URSSAF employer portal.

Conclusion

Choosing between a SAS, a SARL, a branch and a subsidiary is not a paperwork preference but a decision about liability, control, taxation and social cover for years to come. Create a French subsidiary when France is a lasting market and you want French debts stopped at the French border; prefer the SAS when a foreign parent or investors must govern from abroad through tailor-made articles and a president with full powers to bind the company, and prefer the SARL when a small known team wants simplicity, a low immediate cash outlay and independent-worker cover for its majority manager. Use the branch only for a light or temporary presence, with eyes open that the foreign parent answers for everything the branch signs. Then register in order: articles, capital deposit with its bank certificate, premises proof, legal notice, single-gateway filing checked by the court registrar, and finally the Kbis, SIREN numbers and BODACC publication that give the company its legal personality. From there, corporate tax on French profits, VAT on French sales and French payroll for French staff apply whichever vehicle you picked, on deadlines that ignore the director’s time zone. Prepared from abroad with translated documents, a French address and counsel who files complete dossiers, the whole journey takes weeks, not months, and it starts with the choice this guide has just put in your hands.