You run a company in London, New York, Dubai or Singapore, and France is your next market. Your Paris partner asks you to sign, your first French client wants a French invoice with French VAT, and your bank asks for a Kbis — the official extract that proves a French company exists — before opening anything. At that point every foreign founder faces the same fork in the road: should you create a brand-new French company, and if so a SAS or a SARL, or should you bring your existing foreign company into France through a branch (succursale) or a subsidiary (filiale)? The answer shapes who signs contracts, who pays French social charges, who is liable when things go wrong, and how the French tax office (Service des impôts des entreprises, SIE) taxes your profits. This guide walks you through the four vehicles in plain English, explains every French acronym on the way, and grounds each step in the statutes and court decisions a French judge would actually read. By the end you will know which structure fits a solo founder, which fits a family business, and when a branch is a trap dressed up as a shortcut.

I. SAS or SARL: which French company should a foreign founder create?

If you decide to create a French company from scratch, two vehicles absorb almost all foreign investment: the société par actions simplifiée (SAS, simplified joint-stock company) and the société à responsabilité limitée (SARL, limited liability company). Both give you limited liability, both are filed with the greffe — the registry office of the commercial court — through the single online window called the guichet unique run by the INPI, both receive a SIREN identification number from INSEE and a Kbis extract proving registration with the Registre du commerce et des sociétés (RCS, the trade and companies register). Both are in principle subject to French corporate income tax, the impôt sur les sociétés (IS). And yet they govern power, money and exits in profoundly different ways. The SAS is a tailor-made suit: the founders write almost everything into the articles of association (statuts). The SARL is a ready-to-wear suit with reinforced seams: the Commercial Code (Code de commerce) sets the rules, and the founders can only adjust the fit at the margins.

A. Why foreign founders usually choose the SAS: flexible articles, a single president, investor-friendly shares

The SAS is defined in one short sentence: « Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport. » A SAS can be formed by one or several persons whose liability is limited to their contributions. One founder alone can form a SASU — a single-shareholder SAS — which makes it the natural landing vehicle for a foreign parent company or a solo expatriate entrepreneur. No minimum share capital is required, shares can carry different voting or financial rights, and new investors can enter through carefully drafted classes of shares without rewriting the whole governance. For a British, American or Gulf founder used to flexible Anglo-Saxon articles, the SAS feels familiar.

The core of SAS freedom sits in another short provision: « Les statuts fixent les conditions dans lesquelles la société est dirigée. » The articles determine how the company is managed. The only mandatory officer is the président (president), who represents the company toward third parties: « La société est représentée à l’égard des tiers par un président désigné dans les conditions prévues par les statuts. » That president holds sweeping powers: « 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. » In practice, the foreign founder names herself president, or names a trusted Paris-based president while keeping shareholder control through the articles. Everything else — deputy managers (directeurs généraux), committees, veto rights, approval clauses (clauses d’agrément) for share transfers, exclusion clauses, inalienability clauses — is optional and drafted clause by clause.

Collective decisions follow the same logic: « Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient. » The articles decide which decisions shareholders take together and how. Only a small core — capital increases and reductions, mergers, demergers, dissolution, transformation, appointment of statutory auditors, approval of annual accounts and allocation of profits — must by law remain collective. A foreign parent can therefore reserve strategic decisions to itself, allow day-to-day choices by the president alone, and organise votes by video call from abroad with electronic consultation, provided the articles say so. Our step-by-step guide to setting up a company in France as a foreign founder details the bank account, the Kbis and the VAT number that follow this choice.

Freedom, however, has a strict boundary that foreign founders discover too late: the articles rule supreme, and side deals cannot override them. On 9 July 2025 the Commercial Chamber of the Cour de cassation — France’s supreme court for business disputes — quashed an appeal ruling in a case about a dismissed deputy manager of a SAS — after citing (“Vu”) articles L. 227-1 and L. 227-5 of the Commercial Code — holding: « Il résulte de ces textes que les statuts de la société par actions simplifiée fixent les conditions dans lesquelles celle-ci est dirigée, notamment les modalités de révocation de ses dirigeants. Si une décision des associés peut compléter les statuts sur ce point, elle ne peut y déroger, quand bien même aurait-elle été prise à l’unanimité. » In that case (Cass. com., 9 July 2025, appeal no. 24-10.428, published in the Bulletin), the articles allowed dismissal of the deputy manager at any time without cause, while a unanimous shareholder resolution had promised dismissal only in three defined cases with compensation. The Court held the articles prevailed and the side promise was unenforceable. The lesson for a foreign founder is blunt: every protection you want — your own dismissal terms as president, your co-founder’s vesting, the investor’s veto — must be written into the articles or into a shareholders’ agreement drafted to complete rather than contradict them, never into a casual side letter or meeting minutes. When a Paris appointment turns sour, our guide on removing a rogue president from abroad shows how these clauses are actually used.

Social security is the second reason foreigners pick the SAS. A president who receives pay is affiliated to the general social security scheme as an assimilé salarié — treated like an employee for health, family and pension purposes, though without unemployment insurance — and pays contributions through URSSAF, the body that collects social charges (Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales). The rates are higher than for an independent worker, but the coverage mirrors that of an executive, which reassures foreign founders who want French health coverage and a French pension record. A president who takes no pay owes no social charges on that mandate, a useful feature for a founder who keeps her salary abroad during the launch phase. Our analysis of how a foreign director is paid and covered compares this status line by line with the independent-worker scheme.

Tax follows the standard French company path. Companies limited by shares fall within corporate income tax: the Code states that limited liability companies which have not opted for partnership taxation are liable to IS, and the normal rate is now « fixé à 25 % » — fixed at 25 percent — under article 219 of the General Tax Code. A newly created SAS can, in its first years and under conditions, opt temporarily for partnership-style taxation (régime des sociétés de personnes) so that losses flow directly to the founders’ personal tax returns, but the default is IS at 25 percent with quarterly instalments (acomptes), a local business levy called the cotisation foncière des entreprises (CFE), and VAT registration once the thresholds are crossed. The mechanics — instalments, CFE bills, VAT returns — are explained in our guides to French corporate tax, instalments and the CFE and to VAT registration, thresholds and returns.

B. When the SARL still wins: family business, protected partners and controlled exits

The SARL is defined in twin language: « La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports. » Liability is likewise limited to contributions, and a single founder can form an EURL — the one-member SARL. So why would a foreign founder choose rigidity over freedom? Three answers return in practice: family, control of who enters, and the social status of a working manager.

First, management is personal and statutory. « La société à responsabilité limitée est gérée par une ou plusieurs personnes physiques. » A SARL is managed by one or more natural persons — the gérant — and only a natural person can hold the office, never a foreign company itself. A non-shareholder can be appointed manager, and appointment and dismissal follow the majority rules of article L. 223-29 rather than bespoke article clauses. For a family business where the founder’s spouse or child runs the Paris shop, this statutory frame is a virtue: nobody can rewrite the governance overnight from abroad, and a manager can only be removed by the partners under the Code’s conditions. Foreign founders who fear a future dispute between heirs or between Paris and headquarters often prefer these guardrails to SAS freedom.

Second, the SARL locks the share capital against outsiders. Transfers of parts sociales — SARL units, which unlike SAS shares cannot be sliced into preferred classes — to third parties require the approval (agrément) of partners representing at least half the capital, and the articles can tighten that lock further. An investor cannot slip in through a side deal, and a departing partner cannot sell to a competitor without the family’s consent. For joint ventures between a foreign group and a French family partner, this closed character is frequently the deciding factor: the French side knows the foreign side cannot quietly sell its stake to a rival. The price of this protection is illiquidity — selling SARL units is slower and costlier than selling SAS shares — so founders who plan fundraising rounds or an exit within three to five years generally avoid the SARL. If you already hold shares and plan to sell, our guide to selling SAS shares, approval clauses and tax shows the contrast with the SAS regime.

Third, the working manager’s social status differs sharply from the SAS president’s. A majority manager (gérant majoritaire) belongs to the independent workers’ scheme — travailleur non salarié (TNS) — with lower contribution rates than an assimilé salarié but lighter cover, notably on pensions and daily sickness benefits. A minority or non-shareholder manager is treated like an employee for social purposes. For a founder who draws a modest salary and reinvests everything, TNS status can save significant cash in the early years; for a founder who wants maximum protection and a pension record comparable to an executive’s, the SAS president’s status wins. The choice is therefore a genuine trade-off, not a formality, and it should be modelled with an accountant before the articles are signed, because switching status later means changing the company’s form. URSSAF audits of directors’ status are frequent, and our guide to URSSAF audits run from abroad explains how a control unfolds when you live outside France.

Tax-wise the SARL lives under the same roof as the SAS: it is liable to IS at 25 percent under article 206 and article 219 of the General Tax Code, files the same returns, pays the same CFE and charges the same VAT. A family SARL can also elect partnership taxation and keep profits taxed at the partners’ personal rates, which suits a profitable boutique with no reinvestment needs. Dividends paid to a foreign partner suffer French withholding unless a tax treaty reduces it, a point treaty-shopping founders should check before choosing the vehicle. In short: choose the SARL when the business is a family or a close partnership where keeping strangers out matters more than fundraising flexibility; choose the SAS in every other foreign-founder scenario, especially with investors, stock options or an American-style vesting plan on the horizon.

II. Branch or subsidiary: how should your existing foreign company enter France?

Many readers of this guide already own a company abroad and wonder whether they need a French company at all. France offers two ways to operate without starting from zero, and the Ministry of the Economy describes them in its official setup guide: alongside the non-trading liaison office (bureau de liaison, limited to prospecting and preparatory work, with no registration and no French taxation), a foreign company can open either a branch or a subsidiary, both of which must be registered with the RCS. The economy ministry puts the distinction plainly: the branch has no legal personality and no assets of its own apart from the parent, while the subsidiary is a full legal company that owns its property and acts in its own name. That single difference — one legal person or two — drives liability, taxation, hiring and banking. Registration in both cases runs through the guichet unique, the single online window that forwards the file to the greffe for RCS entry, to INSEE for the SIREN number, and to the social and tax offices including the dedicated units for foreign firms. In Paris, the file lands at the greffe of the Paris commercial court, and Paris-registered entities answer to the Paris tax and social offices, whose practical delays are longer than in a small town — allow extra weeks for the Kbis and the VAT number.

A. The French branch (succursale): fast entry, but the parent stays fully exposed

A succursale is a permanent establishment of your foreign company on French soil: same legal person, a separate business premises with its own organisation, run by a legal representative who is usually an employee. Because there is only one legal person, contracts signed in Paris bind the London or Delaware parent directly, and the parent’s assets answer for French debts without limit. There is no share capital to liberate, no French articles to draft and no shareholder meetings to hold — the branch acts on delegation from the parent’s board. For a testing phase of twelve to eighteen months, this simplicity is real: one decision at headquarters, one RCS registration, and the branch can hire, invoice with French VAT and appear on French tenders.

Tax is where founders misunderstand the branch. A branch is fully within French taxation on the profits earned in France. The territoriality rule states that corporate tax takes into account only « en tenant compte uniquement des bénéfices réalisés dans les entreprises exploitées en France » — profits made by businesses operated in France — together with profits attributed to France by a tax treaty, under article 209, I of the General Tax Code. The Cour de cassation drew the consequences for foreign companies in a published ruling: « 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 » A foreign company operating in France through a stable establishment must keep accounting records justifying its French taxable operations (Cass. com., 15 February 2023, appeal no. 21-13.288, published in the Bulletin). In plain terms: the branch files French corporate tax on its French profit, keeps French-scope accounts, registers for French VAT and withholds French payroll taxes — the same compliance load as a subsidiary, without the liability shield. A tax treaty prevents double taxation of the same profit, but it does not exempt the branch from French filings, and failure to keep French accounts exposes the parent to the Holds and search powers of article L. 16 B of the Tax Procedures Book, as that same ruling confirmed.

Banking and hiring complete the picture. French banks open branch accounts, but they identify the foreign parent as the account holder, which triggers the full know-your-customer file on the parent — apostilled company documents, translated accounts, proof of the representative’s powers — and refusals are common when the file arrives incomplete from abroad. Our guide to a refused French bank account and the capital deposit lists the documents that unblock the file. Staff hired by the branch are French employees under French employment law from day one: written contract, 35-hour week, overtime premiums, payslips through a French payroll, and registration of the foreign employer with the French social bodies. Our guides to overtime and the 35-hour week and to ending a trial period lawfully apply word for word to branch hires. Choose the branch when you need a fast, reversible presence — a sales rep, a market test, a Paris showroom — and when headquarters accepts unlimited liability for the French operation. If the Paris activity involves regulated work, heavy contracts or litigation risk, the branch’s exposure makes it the wrong tool.

B. The French subsidiary (filiale): a real French company with its own Kbis and limited risk

A filiale is a French company — in practice a SAS — whose capital is majority-held by your foreign company. It has its own legal personality, its own assets, its own Kbis, and it acts in its own name. Only the capital contributed is at risk: French creditors sue the subsidiary, not the parent, absent exceptional routes such as a parent guarantee, a de facto management claim (gestion de fait) or a liability action against the director. For a durable French business with staff, leases, stock or consumer exposure, this shield is the decisive argument, and it is why lawyers recommend the subsidiary for anything beyond a testing phase. The subsidiary is formed exactly like a domestic SAS — articles, president, capital deposit in a blocked account, RCS registration, SIREN, Kbis published with a notice in the BODACC, the official bulletin of civil and commercial announcements — with one addition: the foreign parent proves its own existence with apostilled corporate documents and names a natural person as president or as permanent representative.

The subsidiary pays French tax as a French resident: IS at 25 percent on its profits under article 206 and article 219 of the General Tax Code, CFE from its second year, VAT on its French sales, and payroll charges through URSSAF. Dividends it pays up to the foreign parent suffer French withholding tax, reducible or eliminable under the applicable treaty or under the EU parent-subsidiary regime when the conditions are met — a calculation to run before choosing where profits land. Transfer pricing policing applies from the first euro of intra-group flows: management fees, royalties and goods billed between the parent and the subsidiary must match arm’s-length prices documented in a transfer-pricing file, failing which article 57 of the General Tax Code allows the administration to add the shifted profit back to the French result. Groups that move staff rather than capital should also read our guide to posted workers, the SIPSI declaration and inspections, since seconding your own employees to the subsidiary triggers a separate regime.

Governance is where the subsidiary repays its formation cost. The parent, as sole or majority shareholder of a SAS, writes articles that reserve every strategic decision — budget, debt, hiring above a threshold, sale of assets, appointment and dismissal of the president — to itself, holds meetings by written consultation from headquarters, and appoints a Paris president who runs daily operations within defined limits. Remember the 2025 ruling: whatever protection the president negotiates must sit in the articles, because a side resolution cannot contradict them. Banking is simpler than for a branch: the subsidiary is a French person with a French Kbis, so banks apply the standard company file, though the foreign shareholder’s identity documents still draw scrutiny. Each year the subsidiary follows the full French legal calendar — approval of accounts within six months of year-end, filing with the greffe, tax and social returns — detailed in our annual legal calendar for companies run from abroad, and each dispute follows the standard French routes, from tax audits to shareholder loans documented in current-account advances. For Paris-based operations, disputes go to the Paris commercial court and the Paris employment tribunal, and filings pile up at one of France’s busiest registries — start the calendar early. Choose the subsidiary when France is a lasting market: staff, premises, brand exposure and contracts worth protecting the parent from.

Conclusion

Four vehicles, two decisions. If you are creating a French company, the SAS suits almost every foreign founder — solo entrepreneur, startup with investors, subsidiary of a foreign group — because its articles can mirror your home-country governance while its president enjoys executive-level social cover; the SARL keeps its crown for family businesses and closed partnerships where keeping outsiders out matters more than fundraising speed. If you already own a company abroad, the branch offers a fast, cheap, reversible test of the French market at the price of unlimited parental liability and a full French tax compliance load; the subsidiary costs more to form and run but gives you a genuine French company with its own Kbis, limited risk and bankable credibility. In every configuration, three reflexes decide success: write your protections into the articles, because no side promise overrides them; register and file through the guichet unique and the greffe before hiring or invoicing; and model tax and social charges on French rules — 25 percent IS, French VAT, URSSAF affiliation — rather than assuming your home-country logic travels with you. France rewards foreign founders who choose the right vehicle on day one; it punishes those who discover the wrong one in front of a judge.