You live in London, New York, Montreal, Dubai or Singapore, and the French company you created with such energy — usually a SAS (societe par actions simplifiee, the flexible joint-stock company most foreign founders choose) or a SARL (societe a responsabilite limitee, the limited liability company with stricter statutory rules) — has no clients, no revenue and no activity in sight. The rent or domiciliation fee still leaves the account every month, the accountant still invoices, the CFE (cotisation fonciere des entreprises, the local business tax) still arrives, and you wonder whether you should close everything or simply wait for better days. French law offers a middle path that many foreign directors have never heard of: the mise en sommeil, the temporary suspension of activity that puts the company to sleep while keeping its legal existence, its name, its registration and its history intact. This guide explains in English, step by step, how to put a French company to sleep from abroad, what bills stop and what bills continue, how to wake the company up, and how to convert the sleep into a clean closure before the two-year deadline expires. Every French acronym is explained as it goes: Kbis (the official company identity extract), greffe (the court registry that keeps company records), BODACC (Bulletin officiel des annonces civiles et commerciales, the gazette where company events are published), RNE (Registre national des entreprises, the national business register), INPI (Institut national de la propriete industrielle, the office that operates the one-stop filing portal), URSSAF (the social security collection agency) and IS (impot sur les societes, corporate income tax).

The mechanism is straightforward once stated plainly. The shareholders or partners decide to suspend operations, the decision is filed within one month on the Guichet unique (the single online portal for business filings) so that the suspension appears on the RNE, in the BODACC and on a fresh Kbis, and the company then lives on standby for a maximum of two years. During that time it must not trade, but it must still keep accounts, file nil tax returns and pay its fixed costs. At the end of the sleep the director must either reactivate the company or dissolve and liquidate it, because after two years without reactivation the greffe can strike the company off the register automatically. Readers who are still structuring their presence in France may also want our companion guide on choosing between a SAS, a SARL, a branch and a subsidiary when investing from abroad, which explains the vehicle choice that comes before any question of suspension. The sections below first walk through the filing and its cost, then through the finances of a sleeping company, and finally through the two exits: waking up or closing down.

I. How do you put a French company to sleep from abroad, and what does the sleep change day to day?

A. Who decides the suspension, and how do you file it on the Guichet unique without travelling to France?

The decision to suspend belongs to the owners of the company, and the exact procedure depends on the articles of association. In a SAS the bylaws usually give the power to the president, to the shareholders acting collectively, or to both for different thresholds, so the foreign founder reads the statutes first and convenes whichever body is competent. In a SARL the decision belongs to the shareholders in general meeting, with the majority rules set by law and the articles, and the manager (gerant) then carries the decision out. In both cases the safest practice is a short written resolution that states the date on which operations stop, names the person authorised to file, and authorises that person to sign the online declaration. A resolution taken by videoconference or written consent is valid as long as the articles allow it, which matters greatly when the shareholders live on different continents and cannot easily gather in Paris.

Once the decision is taken, French law requires speed. The rule, set by Article R123-66 of the Commercial Code, is that every registered legal person must request “une inscription modificative dans le mois de tout fait ou acte rendant nécessaire la rectification ou le complément des énonciations prévues aux articles R. 123-53 et suivants”, which means an update to its registration within one month of any event that changes its recorded situation, through the single body designated for business filings. The relevant event here is the one the Code lists as “La cessation totale ou partielle d’activité dans le ressort du tribunal de l’immatriculation principale, même en l’absence de dissolution”, namely the total or partial cessation of activity even with no dissolution: see Article R123-69 of the Commercial Code. Concretely, the authorised person logs on to the Guichet unique operated via the INPI at formalites.entreprises.gouv.fr, selects the modification filing for cessation of activity, uploads the signed resolution, a copy of the identity document of the declarant and, where the signatory acts under a power of attorney, the signed authority. The filing is fully electronic, so a director living abroad completes it from a laptop, with no trip to the greffe and no paper sent by post.

The filing then travels a short administrative chain that the founder should understand. The Guichet unique forwards the declaration to the greffe of the commercial court (tribunal de commerce) of the place of registration — in Paris, the greffe du tribunal de commerce de Paris — which records the suspension in the RNE, the register that now centralises company information. The legal basis for recording the suspension as a modification of the company’s record is that updates of this kind are entered in the Registre national des entreprises upon a modification declaration by the legal person, under Article R123-263 of the Commercial Code. The event is then announced in the BODACC, whose notices can be searched on bodacc.fr, and the company can order a fresh Kbis that bears the mention of temporary cessation of activity. That updated Kbis is the document banks, landlords and counterparties will ask for as proof that the company still exists but is officially asleep. The full official procedure, with the list of supporting documents and the applicable fees, is described on the administration information page at temporary suspension of activity of a company on service-public.fr, and the registry fee schedules are published on infogreffe.fr.

The cost of the operation is modest, and that is precisely why it suits a waiting strategy. Expect the greffe filing fee plus the BODACC publication fee, together usually in the low hundreds of euros, with the exact tariff depending on the court and the number of establishments concerned. No notary is required, no newspaper announcement of a legal notice is needed for the suspension itself, and no share capital movement takes place. The practical difficulties for a director abroad are elsewhere: the online portal requires a reliable electronic signature, the identity documents of a non-French declarant sometimes need a certified translation, and a power of attorney signed outside France should be clear, dated and precisely worded so the greffe does not reject it. Companies registered in Paris should also allow a few extra days, because the Paris greffe handles very large volumes and its examination can take longer than in a smaller city. Once the Kbis with the suspension mention arrives, the first half of the work is done, and the second half — managing a company that exists but does not trade — begins.

B. What bills stop, what bills continue, and what must the sleeping company still file?

The first effect of the sleep is a commercial freeze: the company must not sell, invoice, purchase for resale or sign new business contracts, because trading while declared inactive contradicts the BODACC announcement and can be held against the director. Ongoing contracts deserve a careful review before the suspension date. A commercial lease or a domiciliation contract (the service contract that gives the company its registered address) continues to run and must still be paid, unless renegotiated, because the company keeps its registered office and therefore keeps the premises or the address that justify it. Insurance policies, the business bank account fees and the accountant subscription also continue. The real savings come from variable costs: no purchases, no subcontractors, no advertising, and, where the company employed staff, the end or suspension of the payroll once the employment position of each worker has been lawfully settled. Where employees remain, their situation cannot be improvised from abroad: an employment contract is not paused by the mere fact that the company sleeps, so the director must use the ordinary tools of labour law — contractual termination, redeployment or, where the conditions are met, a specific suspension mechanism — before the wage bill can actually fall to zero. That employment analysis is often the most expensive line of the whole operation, and it should be completed before the suspension filing rather than after.

The second effect concerns money owed to the public purse, and here the news is mixed. On the tax side, the company stays fully registered: it must still file its annual IS return and its VAT (TVA, taxe sur la valeur ajoutee) returns, even if every figure is zero, and late or missing nil returns attract the same penalties as late operating returns. The one genuine tax relief attaches to the CFE, the local business tax assessed on the premises available to the company: the administration confirms that a sleeping company still pays the CFE for the first twelve months of inactivity and is then exempt beyond that period, with an additional exemption where turnover is EUR 5,000 or less. On the social side, the director who holds a mandate — president of a SAS or manager of a SARL — keeps that mandate during the sleep, and the social consequences depend on the scheme: a salaried-equivalent president with no salary pays no social contributions on zero pay but keeps the company registered as an employer framework, while a self-employed (TNS, travailleur non salarie) manager remains affiliated and may still owe minimum contributions until the affiliation ends. In that context founders sometimes discover the rule that, without turnover or income declarations for at least two consecutive calendar years, an independent worker is presumed to have ceased the professional activity justifying affiliation, and the fund may then decide the removal: see Article L613-4 of the Social Security Code. That presumption concerns the personal affiliation of the independent worker, not the company itself, and it should be monitored rather than relied upon as an automatic deregistration.

The third continuing duty is accounting, and foreign directors regularly underestimate it. French commercial law provides that “Toute personne physique ou morale ayant la qualité de commerçant doit procéder à l’enregistrement comptable des mouvements affectant le patrimoine de son entreprise”, which means every trader must record movements affecting the assets of the business: see Article L123-12 of the Commercial Code. A sleeping company has few movements, but it still has some — bank fees, domiciliation rent, accounting fees — and they must be entered chronologically, with an annual inventory of assets and liabilities and yearly accounts. Small companies benefit from simplifications: micro-enterprises, as defined by law, are dispensed from preparing notes to the accounts, under Article L123-16-1 of the Commercial Code, and further filing reliefs exist for the smallest entities under Article L123-28-2 of the Commercial Code. The annual accounts must still be approved by the shareholders within six months of the year end and filed with the greffe, exactly as for an active company. A founder who stops paying the accountant during the sleep usually discovers two years later that the missing accounts block both reactivation and liquidation, and that rebuilding two years of books from foreign bank statements costs far more than the saved fees.

Put together, the realistic budget of a sleeping company is therefore a short list of fixed lines: domiciliation or residual rent, insurance, bank charges, a reduced accounting fee for nil-activity books and approved accounts, the CFE for the first year, and any minimum social contributions of a self-employed manager. Against that, the founder weighs what the sleep protects: the company name, the seniority of the registration, the bank account history, the accumulated tax losses that may be carried forward, and the avoidance of the far higher cost of dissolving now and incorporating again later. The trade only makes sense, however, if the founder respects the time limit that comes with it, because French law does not allow a company to sleep indefinitely.

II. What must happen before the two-year deadline: wake the company up or close it cleanly?

A. Can the sleep be extended, and how do you reactivate the company from another country?

The limit is strict and should be entered in the diary on the day of the suspension: two years, not renewable. The mechanism is the one the Code organises when it allows the registrar, two years after the recorded cessation of activity with no reactivation filing in between, to start a removal procedure. The text states that where the registrar who registered a legal person that may be dissolved notes, “au terme d’un délai de deux ans après la mention au registre de la cessation totale d’activité de cette personne, l’absence de toute inscription modificative relative à une reprise d’activité”, he may proceed after informing the company: see Article R123-130 of the Commercial Code. In plain terms, if nothing has been filed two years after the suspension mention, the greffe can strike the company off the register on its own motion. A company removed in this way is not dissolved in an orderly fashion: its debts do not vanish, its directors remain exposed, and rebuilding a clean record afterwards is slow. The Code does provide a way back, since a person removed on the registrar own motion may, upon showing that the situation has been regularised, ask the registrar to reverse the removal, with a reasoned decision within fifteen days: see Article R123-138 of the Commercial Code. But that rescue procedure is a repair for an accident, not a strategy, and no founder living abroad should plan to use it.

Reactivation before the deadline follows the mirror image of the suspension filing. The competent body — the same one that decided the sleep under the articles of association — votes to resume operations, the authorised person files a new modification on the Guichet unique declaring the resumption of activity, the RNE is updated, a new BODACC notice appears, and a fresh Kbis without the suspension mention is issued. The tax administration describes the two possible endings of the suspension period in practical terms: either the business resumes and the company is reactivated, or it definitively stops and must complete the closure formalities, as explained on the end of the suspension period on impots.gouv.fr. From abroad, the reactivation is usually combined with operational steps taken in the same weeks: informing the bank that movements will resume, reactivating VAT if the company had been moved to a nil regime, re-establishing the accounting flow, and, where staff will be hired again, registering the company again as an employer with URSSAF and preparing the mandatory hiring declaration (DPAE, declaration prealable a l’embauche). Companies that kept their domiciliation and bank account throughout the sleep complete this in weeks; companies that closed everything first should count in months. The general filing duties behind both the suspension and the resumption rest on the rule that every registered legal person must request “une inscription modificative dans le mois de tout fait ou acte” changing its recorded situation, through the single portal: see Article R123-66 of the Commercial Code, and on the rule listing total or partial cessation among the events covered: see Article R123-69 of the Commercial Code.

For a founder based in Paris or the Ile-de-France region, the Paris specifics are worth a short aside. The competent greffe is that of the tribunal de commerce de Paris for a company seated in the capital, the BODACC notice is the same nationwide, and the practical constraints are Parisian: higher domiciliation and accounting prices, but also a denser network of providers able to handle an electronic filing with a foreign signatory. None of this changes the law, but it changes the budget and the timetable, and a reactivation planned from abroad should therefore start at least two months before the date on which the company needs to invoice again. The worst configuration is the founder who remembers the deadline a few days before it expires and discovers that the shareholders resolution, the filing, the bank and the accountant cannot all move in a week across time zones. The sleep is a pause button, not a parking ticket: it works only for founders who keep the diary.

B. How do you convert the sleep into a clean closure from abroad, and what happens if you simply do nothing?

When the waiting strategy has run its course, the clean exit is an orderly dissolution followed by liquidation, and it can be conducted almost entirely from abroad with a properly authorised representative. The shareholders resolve the early dissolution, appoint a liquidator — often the former president or manager — and the company immediately enters the regime the Code describes in these terms: “La société est en liquidation dès l’instant de sa dissolution pour quelque cause que ce soit”, with its name followed by the words société en liquidation, while “La personnalité morale de la société subsiste pour les besoins de la liquidation, jusqu’à la clôture de celle-ci”: see Article L237-2 of the Commercial Code. The liquidator realises any remaining assets, pays the creditors, closes the accounts, settles the final IS and VAT, obtains the tax clearance position, and convenes the shareholders to approve the liquidation accounts and record the closure. The radiation of a dissolved legal person is then declared to the RNE within one month of publication of the closure of liquidation, and other removals follow the cessation of activity: see Article R123-265 of the Commercial Code. Each stage — dissolution, objections period, closure — generates its own BODACC notice and its own filing fee, so the orderly closure of a dormant company typically costs several times the price of the suspension, and takes three to nine months depending on creditors, tax position and court backlogs.

Two simplifications deserve mention because foreign founders often qualify for them. Where the dormant company has a single shareholder, the dissolution can take the form of a universal transfer of assets and liabilities (TUP, transmission universelle du patrimoine) to that shareholder, with a creditors objection period but without a full liquidation meeting chain. Where the company never traded at all and has no debts, the liquidation accounts are short and the tax position is usually cleared quickly, which compresses both cost and time. Conversely, a company that still owes suppliers, the landlord, URSSAF or the tax office cannot be closed cheaply: the liquidator must pay or settle each liability, and any attempt to distribute the remaining cash before the creditors are satisfied exposes the liquidator personally. The file the founder keeps from abroad should therefore contain, before the dissolution vote, the full creditor list, the latest approved accounts, the bank statements, the tax account printouts and the employment position of every past worker. A liquidation launched without that file stalls within weeks, and every month of stall adds liquidator, accounting and domiciliation fees to a company that earns nothing.

Doing nothing is the third path, and it is the one that produces the most damage for founders who have returned abroad and stopped opening French mail. After two years of recorded inactivity with no resumption filing, the greffe may strike the company off under the procedure described above, but the strike-off settles nothing: unpaid tax, social debts and supplier claims survive against the legal person as long as it is not liquidated, late-filing penalties continue to accrue on missing returns, and the director who let the company drift can face personal claims where mismanagement is shown. Banks also dislike drifted files: an account left with unexplained movements or with a struck-off holder triggers compliance reviews that complicate the founder next French project. The comparison is therefore simple. An orderly closure from abroad costs money and takes months, but it ends liability, closes the tax and social accounts, and leaves the founder with a clean record for the next venture. Abandonment costs nothing today and risks everything tomorrow: a struck-off but unliquidated company, debts intact, and a director who cannot prove a clean exit. Between the two, the mise en sommeil keeps its full value only as a deliberate bridge — suspension now, diary kept, reactivation or liquidation decided at least six months before the two-year mark — and never as a quiet forgetting of a French company from another country.

Conclusion

A French company with no activity and an owner abroad has three honest options and one dangerous illusion. Put the company to sleep through a shareholders decision and a Guichet unique filing within one month, keep the fixed costs and the nil filings under control, and use the two years to decide; wake the company with a resumption filing, a fresh Kbis and a restarted administrative life before the deadline; or dissolve and liquidate in an orderly way, with creditors paid, tax cleared and radiation published. The illusion is that silence closes a company: it does not, and the automatic strike-off after two years of sleep settles no debt and protects no director. The founders who navigate this best from London, New York, Montreal, Dubai or Singapore share the same habits: a dated suspension resolution kept with the Kbis, a diary entry eighteen months ahead for the reactivation-or-liquidation decision, an accountant retained even for nil books, and filings made through the single portal the moment events change. Managed that way, the mise en sommeil is exactly what its name promises — a sleep from which the company either wakes up ready to trade, or departs with its accounts closed and its record clean.