You run a company in London, New York, Dubai or Singapore, and France has become your next market. A French client asks for a French invoice showing French value added tax, a Paris business partner refuses to sign until he sees a Kbis — the official extract that proves a business exists in France — and a talented candidate in Paris will only join if she gets a French pay slip with French social protection. Meanwhile your foreign company already invoices French customers, sends staff to Paris and stores goods in an Ile-de-France warehouse. At that point you face the question every foreign business meets sooner or later: should you register a branch (succursale) of your existing foreign company, or should you create a brand-new French subsidiary (filiale), most often a société par actions simplifiée (SAS, simplified joint-stock company) or a société à responsabilité limitée (SARL, private limited liability company)? The answer decides who is liable when a French debt goes unpaid, who the French tax office taxes and how, who registers your employees, and how you close the whole thing if France does not work out. A branch looks like the shortcut, and sometimes it is, but it leaves your parent company fully exposed under French law. This guide explains both routes in plain English, defines every French acronym on the way — greffe (the court registry that keeps company records), RNE (the Registre national des entreprises, the national business register), SIE (the Service des impôts des entreprises, the corporate tax office), URSSAF (the agency that collects social contributions), DPAE (the déclaration préalable à l’embauche, the mandatory pre-hiring declaration) — and grounds each step in the statutes and court decisions a French judge would actually read. If you are starting from zero, our companion guide on setting up a company in France as a foreign founder, from bank account to Kbis, VAT and first hire covers the creation path in detail.

I. Opening and Running a French Branch Without Creating a New Company

A. How to Register a Foreign Company Branch in France: Single File, RNE Entry, Kbis Extract and Bank Account

A branch, called a succursale in French, is not a new company. It is your existing foreign company acting in France through a local establishment: an office, a shop, a warehouse or simply a stable team working from Paris. French law treats that establishment as registrable even though it creates no new legal person. The rule sits in the Commercial Code: “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.” In plain terms, as soon as your foreign company carries on a commercial activity on French soil through a fixed presence, it must appear on the national business register, the RNE, which has replaced the old separate trade register for this purpose. The branch then shows up on the company records kept by the greffe, the registry office of the commercial court, and you can obtain an extract for it, the equivalent of the famous Kbis, which your French clients, suppliers and banks will demand before doing business with you.

Registration runs through one single electronic channel, the guichet unique (single contact point) operated for the French state by the INPI, the national intellectual property and business formalities institute, on its official site at inpi.fr. The statute states the principle in one sentence: “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 file, filed online, counts as the declaration to every administration concerned once it is complete. For a branch of a foreign company, that file must prove that the parent company legally exists abroad: an extract from the foreign company register with a certified French translation, the parent’s articles of association translated where the registry asks for them, proof of a business address in France (a lease, a domiciliation contract with an approved provider, or premises you own), and the identity of the person empowered to represent the company in France, with his or her own declaration of non-conviction. In Paris and the Ile-de-France region, the competent greffe is the registry of the Paris commercial court for premises inside Paris, or the registry of the department where the branch sits — Nanterre, Bobigny or Créteil for the inner suburbs — and processing follows the same national file, so choosing Paris changes the counter, not the procedure.

Two practical warnings matter more than the paperwork itself. First, many founders discover too late that operating in France without any registration is itself a violation that poisons everything else: you cannot get a French VAT number from the SIE, you cannot file a compliant DPAE for a French hire, and a court can hold the irregular situation against you when a dispute arises. Registering the branch, or creating a subsidiary, is what unlocks the VAT number, the payroll accounts and the bank relationship. Second, the bank account. A branch needs somewhere to receive French payments and pay French charges, and French banks often hesitate when the account holder is a foreign company with no French history. The law gives you a lever: “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”. Any natural or legal person domiciled in France, which includes a registered French branch, is entitled to a deposit account, and when banks refuse, the Banque de France designates one that must open it. The procedure takes weeks, so start it the day the RNE filing is lodged, not the day your first French invoice falls due. Founders who live outside France should also read our guide on opening a French company bank account as a foreign founder, because the same refusal tactics and the same remedies apply to branches.

Finally, remember what registration does not do. It does not create a French legal person, it does not cap your liability, and it does not give the branch its own shares to sell or transfer. That single fact drives the whole comparison with a subsidiary, and it is the subject of the next section.

B. Your Parent Company Stays Fully Liable for the Branch: Debts, Contracts and Who Signs in Paris

The decisive legal feature of a branch is negative: it has no legal personality of its own. Only entities registered as companies acquire one, and the Commercial Code ties that acquisition to a precise event: “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés.” Your Delaware LLC, English Ltd or Dubai company keeps its own foreign personality, and the Paris branch is simply that same person acting in France. Every contract the branch signs, every debt it runs up with a French supplier, every unpaid social charge and every court judgment binds the parent company directly, on all of its worldwide assets, with no corporate veil between the Paris operation and the head office. A French creditor does not need to pierce anything: the debtor is already the foreign company, which can be sued in France for the branch’s activity before the French courts.

This has three daily consequences. First, signature authority. Whoever holds a power to bind the parent — a director under foreign law, or the branch representative named in the RNE filing — binds the whole company when signing a Paris lease, a distribution agreement or a settlement. Powers should be written, translated, and strictly limited in amount and subject matter, because a French counterpart relies in good faith on the apparent authority of the person facing him. Second, contract management. Invoices, general terms and the commercial court clause should identify the contracting party exactly as registered — foreign company name, foreign registration number, French branch address — so that no customer later claims he thought he was dealing with a French company with French capital behind it. Third, litigation exposure. Employment disputes from Paris hires, tax reassessments on French profits, and commercial claims all land on the parent’s balance sheet, and a French judgment against the branch can be enforced abroad under the applicable treaties and European regulations. For a group testing the French market with one salesperson and a coworking desk, that exposure may be acceptable. For a group signing a nine-year commercial lease, hiring ten people and importing stock, it is usually the strongest argument for a subsidiary.

The contrast with creating a subsidiary is sharpest at the very beginning, during the weeks when the French company does not exist yet. Founders often sign a lease or a job offer before the SAS or SARL is registered. French law provides a specific rescue mechanism: acts accomplished for a company still being formed can be taken over by the company once registered, and the Court of Cassation restates the rule this way: “Il résulte des articles L. 210-6 et R. 210-6 du code de commerce 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.” In practice, the implementing rule requires a written statement of the acts done for the forming company, annexed to the articles, so that signature of the articles takes them over automatically: “l’état des actes accomplis pour le compte de la société en formation, avec l’indication, pour chacun d’eux, de l’engagement qui en résulterait pour la société, est tenu à la disposition des actionnaires”. The lesson for foreign founders is concrete: never sign in the name of a company that does not exist yet without writing that you act for the company being formed, and make sure the takeover happens after registration. Otherwise the person who signed stays personally and indefinitely liable. The Court of Cassation has repeatedly annulled acts signed merely by the non-existent company itself, even when everyone intended to act for it. A branch avoids this trap entirely, because the parent already exists — but it replaces the trap with permanent, unlimited exposure, which is worse once volumes grow.

II. Tax, Payroll and the Exit: the True Cost of a Branch and When a Subsidiary Wins

A. French Corporate Tax and VAT on Your Branch: Permanent Establishment, Returns and Penalties

Registering the branch is only the visible half of compliance. The expensive half is tax. France taxes companies on profits earned in France, and a branch that trades, negotiates or delivers in France will almost always be treated as a taxable presence — an établissement stable, or permanent establishment — of the foreign company. The Tax Code defines who pays corporate tax (impôt sur les sociétés, IS) in deliberately wide terms: “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”. Foreign companies fall into the net through the territoriality rule that follows: “en tenant compte uniquement des bénéfices réalisés dans les entreprises exploitées en France”. Only profits made by businesses operated in France are counted — but everything the Paris branch earns, minus its attributable costs, is exactly that. The branch must therefore register with the local SIE, the corporate tax office for its district (in Paris, the SIE competent for the arrondissement of the branch address), keep French-format accounts for the branch activity, file an annual corporate tax return for the French-source profit, and pay instalments during the year. The current standard rate and the reduced rate for small companies change with finance laws, so the return must apply the rates of the year concerned, and losses of the branch can generally be carried forward under the same caps as French companies.

Double taxation is the next question every foreign parent asks, and the answer lies in the tax treaty between France and the parent’s home state — the France–United Kingdom, France–United States and France–United Arab Emirates treaties work differently on dividends, branch profits and withholding. As a rule, the treaty lets France tax the profits attributable to the French permanent establishment, while the home state gives a credit or an exemption to avoid taxing the same profit twice. Treaty protection, however, is never automatic: it requires the parent to document which profits belong to the branch, to price dealings between head office and branch at arm’s length, and to claim treaty benefits on the French return with a certificate of residence. Groups that simply sweep all French revenue back to the head office with no branch accounts invite the French tax administration to reconstruct the profit itself, with penalties and late interest. The administration’s investigators have broad powers, and recent case law confirms that a Luxembourg company suspected of hiding French activity can be subjected to tax searches on French premises — a reminder that invisibility is not a strategy.

Value added tax (taxe sur la valeur ajoutée, TVA) follows its own logic and hits earlier than corporate tax. As soon as the branch makes taxable supplies in France — selling goods, billing French clients for services, holding consignment stock — it needs a French VAT number issued by the SIE, charges French VAT on its invoices at the applicable French rate, files periodic VAT returns (monthly in most cases for a new branch), and reclaims input VAT on its French expenses. Missing the registration means invoices without valid VAT, customers who cannot recover the tax, and penalties that accumulate per return. Practical guidance sits on the official tax portal at impots.gouv.fr for businesses and the public service portal at service-public.fr for businesses, which describe each filing in French; a founder who does not read French needs an accountant (expert-comptable) from day one, because the deadlines run in French even if the founder thinks in English. One Paris-specific trap: the SIE and the VAT service sometimes assign the numbers weeks apart, and landlords, clients and payroll providers each ask for a different one — SIREN (the national business identifier), SIRET (the establishment-level identifier), intra-Community VAT number — so keep a one-page sheet with all three and the issuing office for each.

Weighed against a subsidiary, the branch offers no tax advantage in the standard case: the same French profit is taxed in France at the same rates, with heavier documentation because every euro must be allocated between head office and branch. The subsidiary at least earns its own clearly separated profit, files as an ordinary French company, and can join a French tax group later. The branch keeps one theoretical attraction: in some home countries, early French losses of a branch can offset head-office profits, while losses of a foreign subsidiary cannot. That treatment depends entirely on the home state’s law and its treaty with France, it usually reverses when the branch turns profitable, and it never justifies choosing a branch for liability reasons. Take tax advice in both countries before betting the structure on it.

B. Hiring Through a Branch, Closing It, or Switching to a French SAS or SARL Subsidiary

Hiring is where the branch route meets French labour and social law at full force, with no discount for being foreign. Every hire in France, whether by a branch or a subsidiary, starts with the same mandatory declaration: “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.” The DPAE must reach URSSAF before the employee’s first day, and it must be filed for every place of work where staff are employed — the Paris branch address counts. From there the branch registers as an employer, withholds payroll taxes, pays employer social contributions at French rates, which foreign founders consistently underestimate, and applies the French Labour Code in full: written contract terms, trial period limits, the 35-hour week with overtime rules, payslips in the French format, and dismissal procedures that require a real and serious cause with a formal interview and notification process. A branch manager who hires casually, without DPAE and without written contracts, exposes the parent company to URSSAF reassessment, criminal liability for concealed work, and labour court claims that French judges decide under French law regardless of what the foreign employment contract says. Our guides on the first French hire and on contesting URSSAF assessments from abroad walk through each of these obligations step by step.

Sooner or later many groups outgrow the branch and want a real French company — or they want out of France altogether. Both exits run through the same single-file channel as the entry. Closing a branch means filing a cessation declaration on the guichet unique, settling French tax returns up to the closure date, paying the last payroll charges, terminating or transferring the lease, and requesting removal (radiation) from the register. Keep every proof of filing: landlords, banks and the tax office each ask for it separately, and a branch that is commercially dead but still registered keeps generating filing obligations and penalties. Switching to a subsidiary is a two-track operation, not a conversion: you create the French company, then you transfer the branch activity to it — assignment of the lease with the landlord’s consent, transfer of employment contracts under the automatic transfer rules when an autonomous economic entity moves, new VAT and tax registrations — and only then do you close the branch. Do it in that order. Closing first leaves employees and customers attached to nothing.

For the new subsidiary, foreign founders overwhelmingly choose the SAS, and the statutes explain why in one line each. The SAS can be formed by one or several people whose risk stops at their contributions: “Une société par actions simplifiée peut être instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leur apport.” Its internal organisation is almost entirely open: “Les statuts fixent les conditions dans lesquelles la société est dirigée.” The foreign parent, as sole shareholder, writes articles that fit the group — a president with defined powers, optional general managers, custom share transfer approvals, reporting duties to the parent — without the rigid meeting and board rules of other company forms. But that freedom has a hard edge the Court of Cassation polices strictly: the articles rule supreme over side arrangements. In a July 2025 decision on a dismissed general manager, the Court held: “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.” Even a unanimous shareholder decision cannot override the articles on how managers are removed; it can only complete them. Foreign parents must therefore draft the SAS articles carefully from the start — removal rules, non-compete, information rights — rather than relying on informal group instructions that a French court will disregard.

The SARL suits a different profile: a small family business or a closely held venture where the founders want a protective statutory framework rather than a blank page. Its definition mirrors the SAS on limited liability: “La société à responsabilité limitée est instituée par une ou plusieurs personnes qui ne supportent les pertes qu’à concurrence de leurs apports.” But its manager (gérant) can only be removed under statutory conditions, share transfers to outsiders need shareholder approval (agrément), and the operating rules are largely fixed by law. For a foreign parent that wants tight control with minimal drafting, the SAS remains the better vehicle; for founders who value statutory guardrails and lower drafting costs, the SARL does the job. Either way, the subsidiary draws the line the branch never draws: the parent’s liability stops at its capital contribution, the French company’s debts stay in France, and a failed French adventure ends with a French liquidation instead of a claim against the head office’s worldwide assets. That single difference — full exposure versus capped exposure — is the real price of the branch shortcut, and for most groups signing leases, hiring staff and holding stock in France, the subsidiary repays its formation cost the first time something goes wrong.

Conclusion

A branch lets a foreign company trade in France quickly, under its own existing personality, with one registration file, one VAT number and one payroll account. It suits a short testing phase with light commitments: prospecting, a single representative, services billed from abroad with local support. The moment the French operation signs a long lease, hires several employees, holds inventory or faces regulated activity, the branch’s structural flaw dominates everything else — the parent answers for all French debts on all of its assets, French tax still takes its share of the French profit with heavier proof requirements, and closing or transferring the business means unwinding the parent’s own presence. A French subsidiary, SAS for flexibility or SARL for a protective framework, costs more to create and run, but it confines the French risk to France, files clean standalone accounts, and gives the group an asset it can sell, pledge or close without touching the head office. Map your French commitments for the next three years, price the social charges honestly, register before you trade, and choose the vehicle that matches the risk you actually take — not the paperwork you hoped to avoid.