Your group opened a French branch to test the market without incorporating a subsidiary, and the test is over: the Paris office costs more than it earns, the head office in London, New York or Dubai wants the structure closed before year-end, and you live outside France. A branch (succursale, the French secondary establishment of a foreign company, registered but without its own legal personality) does not close like a subsidiary. There is no dissolution vote, no liquidator and no liquidation surplus, because there is no company to dissolve: the branch is simply an address where the foreign legal person does business in France. Closing it means striking that address off the RCS (registre du commerce et des sociétés, the commercial register kept by the greffe, the court registry), dismissing or redeploying the local staff, surrendering the premises, filing the last French tax and social returns, and keeping proof that nothing remains. Miss one filing and the foreign head office keeps receiving French tax notices, URSSAF (union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the social-charges collector) assessments and landlord claims for years. This guide walks through the full shutdown from abroad, in the right order: strike the registration first on paper, settle the people and the premises in parallel, then close the tax and social accounts and archive a bilingual file that proves every step to an auditor who never visited Paris. If you still hesitate between keeping a branch, incorporating, or leaving France entirely, start with our pillar guide on choosing the right French vehicle as a foreign founder: SAS, SARL, branch or subsidiary, which explains why each vehicle opens and closes differently.

I. How to strike a French branch off the register and handle its staff from abroad

French law treats the branch as an établissement secondaire, a secondary establishment of the foreign person. The Commercial Code defines it exactly: “Est un établissement secondaire au sens de la présente section tout établissement permanent, distinct du siège social ou de l’établissement principal et dirigé par la personne tenue à l’immatriculation, un préposé ou une personne ayant le pouvoir de lier des rapports juridiques avec les tiers.” That definition comes from Article R123-40 of the Commercial Code. Because the branch has no legal personality of its own, closing it is a radiation (removal from the register), not a dissolution. The foreign company survives abroad; only its French registration disappears. The opening of the branch required a secondary registration through the single formalities body, as Article R123-41 of the Commercial Code states for secondary establishments: “Tout commerçant immatriculé qui ouvre un établissement secondaire dans le ressort d’un tribunal où il n’est pas immatriculé demande au greffe de ce tribunal, par l’intermédiaire de l’organisme unique mentionné à l’article R. 123-1 et dans le délai d’un mois avant ou après cette ouverture, une immatriculation secondaire.” The closure mirrors the opening: one filing on the Guichet unique (the single online company-formalities portal run by the INPI, the French institute for companies and intellectual property), supported by the head-office decision to close the branch, the identity of the person signing, and the publication of the closure in a SHAL (support habilité à recevoir les annonces légales, the gazette authorised for legal notices). The technical frame of that electronic file is set by Article R123-3 of the Commercial Code: “Le dossier mentionné à l’article L. 123-33 et transmis à l’organisme unique comprend les éléments suivants”, followed by the list of the data entered by the declarant, the digitised exhibits and the proof of payment of the fees. Two warnings matter immediately for a director sitting abroad. First, only published facts count. Article L123-9 of the Commercial Code provides: “La personne assujettie à immatriculation ne peut, dans l’exercice de son activité, opposer ni aux tiers ni aux administrations publiques, qui peuvent toutefois s’en prévaloir, les faits et actes sujets à mention que si ces derniers ont été publiés au registre.” Until the radiation appears on the RCS extract and the BODACC (bulletin officiel des annonces civiles et commerciales, the gazette of company notices), suppliers, the landlord and the tax office can keep treating the branch as active. Second, false filings are a criminal offence, not an administrative slip. Article L123-5 of the Commercial Code states: “Le fait de donner, de mauvaise foi, des indications inexactes ou incomplètes en vue d’une immatriculation, d’une radiation ou d’une mention complémentaire ou rectificative au registre du commerce et des sociétés est puni d’une amende de 4500 euros et d’un emprisonnement de six mois.” Declare the true closure date, the true head-office resolution and the true representative. A backdated radiation designed to dodge a quarter of CFE (cotisation foncière des entreprises, the annual local business tax) or a social debt can cost far more than the tax saved.

A. File the branch radiation on the Guichet unique without travelling to France

The practical sequence starts at the head office, not in Paris. Have the competent corporate body under the foreign law — board of directors, managing director or sole shareholder — sign a dated resolution deciding to close the French branch, fixing the effective cessation date, authorising a named representative in France to complete every filing, and designating where the branch books will be kept after closure. If the resolution is not in French, commission a certified translation now, because the greffe (the registry office of the commercial court) works in French and rejects files with unexplained foreign exhibits. Next, order the legal notice of closure in a SHAL of the department where the branch sits, stating the foreign company name, the branch address, the RCS number and the cessation date. Then file the radiation on the Guichet unique from abroad: the portal accepts foreign signatories with email verification, and most groups mandate their French counsel or accountant as declarant with a power of attorney. The filing must identify the branch exactly as registered — one wrong digit in the RCS number or a head-office name spelled differently from the Kbis (the official identity extract issued by the greffe) sends the file back for correction and restarts the queue. After validation, the greffe updates the RCS, a BODACC radiation notice appears, and you order the final proof: an RCS extract showing the radiation or the BODACC notice itself. Keep the branch bank account open until that moment. The last URSSAF adjustments, the last VAT (TVA, taxe sur la valeur ajoutée) movements and the final supplier refunds all need a live account, and a prematurely closed account pushes every payment into suspense while the radiation file waits. Inform the bank of the closure resolution on day one, convert the account to a closing-only use, and revoke the local manager’s solo signature rights so no new commitment can be made in the branch name during the wind-down. If the Guichet unique rejects the file — the usual reasons are a missing translation, a power of attorney without a date, or a head-office name mismatch — correct the exhibit and refile the same event. Never file a second, parallel radiation for the same branch: duplicate filings create duplicate RCS mentions and months of correction letters with the Paris greffe, which processes very high volumes and answers slowly to confused files.

B. Dismiss or redeploy the branch employees lawfully before the doors shut

Closing the branch ends the jobs attached to it, and French dismissal law applies in full even though the employer sits abroad. Shutting premises is, by definition, an economic dismissal when jobs are suppressed. Article L1233-3 of the Labour Code defines the category: “Constitue un licenciement pour motif économique le licenciement effectué par un employeur pour un ou plusieurs motifs non inhérents à la personne du salarié résultant d’une suppression ou transformation d’emploi ou d’une modification, refusée par le salarié, d’un élément essentiel du contrat de travail”. The closure of the branch is the textbook example of a suppression of employment, but the reason must be real, documented and communicated. A recent Court of Appeal decision shows what happens when it is not: after an establishment closure, the dismissed employee challenged the economic reason, arguing the site had never really closed, and the court examined the reality of the closure site by site (Nîmes Court of Appeal, 5th social chamber, 20 January 2026, RG 23/03512, official record at Cour de cassation database record 69736979cdc6046d476a0eae). For a foreign group, the lesson is operational: photograph the cleared premises, keep the bailiff inventory, the lease surrender deed and the RCS radiation proof together, and make sure every dismissal letter states the same closure reason with the same date. The procedure depends on headcount. With fewer than ten dismissals, each employee gets an individual economic-dismissal procedure: written invitation to a preliminary meeting with five working days’ notice, the meeting itself, a reasoned notification letter observing the waiting period, an offer of the redeployment leave or the contrat de sécurisation professionnelle (the statutory redeployment scheme, proposed through France Travail, the public employment service), and payment of the statutory severance. On severance, Article L1234-9 of the Labour Code sets the floor: “Le salarié titulaire d’un contrat de travail à durée indéterminée, licencié alors qu’il compte 8 mois d’ancienneté ininterrompus au service du même employeur, a droit, sauf en cas de faute grave, à une indemnité de licenciement.” Check the applicable collective agreement too: the Syntec, commerce or metallurgy scales often exceed the statutory floor, and the branch employees’ contracts state which one applies. With ten or more dismissals in thirty days, the heavier collective procedure applies, with staff consultation, a job-saving plan where thresholds require it, and notification to the DREETS (direction régionale de l’économie, de l’emploi, du travail et des solidarités, the regional labour authority). Do not improvise this from abroad without French employment counsel: a single missed deadline requalifies the dismissal as without real and serious cause, and the labour court (conseil de prud’hommes) prices that in months of salary. Where the group keeps another French entity, examine redeployment first: offering the employee a position in the remaining structure, even abroad where the contract allows, weakens any later challenge. Settle every balance — final pay, unused leave, pro-rata bonus, non-compete compensation where the clause is enforced — and obtain signed final receipts (reçus pour solde de tout compte). File the last DSN (déclaration sociale nominative, the monthly payroll return), close the payroll, and request the final URSSAF statement. An employee file left open means contributions keep being estimated, and estimated contributions are enforced like real ones.

II. How to surrender the premises, pay the last French taxes and prove the branch is gone

Once the radiation is filed and the staff procedure is running, the second half of the shutdown is about money and paper: the lease, the tax office and the evidence pack that lets the head office answer any later question. Foreign groups underestimate this phase because the branch looks empty while the liabilities are still alive. The lease survives the departure, the tax office keeps the branch file open until the final returns arrive, and every proof must be readable by people who never saw the branch: the group auditor, the next landlord, a future French partner. The branch closure differs here from a subsidiary shutdown on one decisive point: no corporate liquidation procedure organises the payment of creditors, so the head office must run its own creditor list with the same discipline — landlord, suppliers, lender, tax office, URSSAF, employees — and pay or secure each line before archiving the file. Unlike the closure of a French SAS or SARL, which follows a two-step dissolution and liquidation with a court-supervised rhythm, the branch radiation takes effect as soon as the greffe validates it, which makes the preparation before filing even more important: once radiated, the branch can no longer easily sign, collect or sue in France.

A. Give proper notice on the lease and file the final tax and social returns

Paris branch premises almost always sit under a commercial lease (bail commercial) or a professional lease, and neither ends because the business stops. For premises under the commercial-lease statutes, Article L145-9 of the Commercial Code sets the clock: “Par dérogation aux articles 1736 et 1737 du code civil, les baux de locaux soumis au présent chapitre ne cessent que par l’effet d’un congé donné six mois à l’avance ou d’une demande de renouvellement.” Serve notice by bailiff deed (commissaire de justice) at least six months before the intended exit, for the last day of a calendar quarter during tacit extension, and diary the landlord’s final statement of charges, which often arrives months after restitution. Negotiate an early surrender (protocol de restitution anticipée) only in writing, with the condition of the premises, the waiver or keeping of the restoration obligation (remise en état), and the fate of the security deposit settled line by line. Photograph everything at entry and exit: Paris commercial landlords litigate dilapidations routinely, and the head office litigating from abroad without dated pictures starts two points down. On tax, the branch faces the same exit discipline as any ceasing French business. Article 201 of the General Tax Code provides that on total or partial transfer or cessation, “l’impôt sur le revenu dû en raison des bénéfices réalisés dans cette entreprise ou exploitation et qui n’ont pas encore été imposés est immédiatement établi”, with notice to the administration “dans un délai de quarante-cinq jours”. For a branch of a foreign company subject to French corporate tax (IS, impôt sur les sociétés) on its French profits, the practical equivalent is a final IS return covering the period up to cessation, filed with the SIE (service des impôts des entreprises, the corporate tax office of the branch district), plus the last VAT returns, the CFE adjustment for the closure year, and where relevant the withholding returns on payments to the head office. Give the French accountant a dated checklist — return name, period covered, proof of filing — and a joint mandate with the branch representative, because the SIE writes only to the French address. Ask the accountant to confirm in writing that the branch is removed from the CFE roll for the following year and that no establishment remains liable in the commune: groups regularly discover a CFE notice the next autumn for premises they vacated, because the tax office was never told the radiation date. The same written confirmation should cover the business-tax accounts linked to the branch SIRET (the French establishment identifier), so no satellite assessment survives the closure. Two traps catch foreign groups here. The first is VAT: file the last CA3 return even for a nil period and claim any VAT credit refund before the account closes, or the credit sleeps in a radiated file. The second is the branch/head-office current account: clear it, document every transfer as repayment or profit remittance with the treaty analysis attached, and stop using it the day the radiation is published. On the social side, the final DSN, the payment of the last contributions and the radiation of the URSSAF account close the loop; request the closing statement showing a zero balance. Keep paying nothing in cash and everything by traceable transfer during the wind-down: the auditor who later reviews the branch file must be able to match every euro leaving the account to a named creditor.

B. Build the bilingual evidence pack and mind the Paris specifics

The day the BODACC radiation notice appears, assemble the file the group will actually use. Foreign banks, auditors and partners do not read French company law; they read checklists. Prepare a one-page English cover note listing the French originals attached: the head-office resolution closing the branch with its certified translation, the SHAL closure notice, the Guichet unique filing receipt, the RCS extract showing the radiation, the BODACC notice, the lease surrender deed with the bailiff inventory and photographs, the dismissal letters with severance calculations and signed final receipts, the last DSN filings, the URSSAF zero-balance statement, the final IS and VAT returns with payment receipts, and the bank-closure letter once the last movement clears. Name a custodian for the branch books with a real address — the head-office registered office or the French counsel — and record the retention: French tax audits can revisit a closed branch file for years, and the administration writes to the last known French address first. Paris and Ile-de-France add three local accents worth diarying. First, the Paris greffe and the Paris SIE handle very large volumes, so file early in the month, answer every Guichet unique message within days, and keep a Paris address for service until the BODACC notice appears, even if the team already left. Second, Paris commercial rents mean the deposit and the restoration bill are the two largest cheques of the shutdown: budget them before announcing the closure date to staff, not after. Third, if the group plans to return to France later, keep the old RCS number and the radiation proof stapled to the new project file: the next bank, the next landlord and the next accountant will all ask what happened to the previous French presence, and a clean, documented radiation turns an awkward question into a thirty-second answer. A branch properly radiated, with staff settled, the lease surrendered, the tax and social accounts at zero and the books retained, leaves no living debtor in France — which is exactly what the head office wanted when it decided to close.

Conclusion

Shutting a French branch from abroad follows a strict order: a dated head-office resolution with a named representative, a SHAL notice and a Guichet unique radiation filing framed by Article R123-3 of the Commercial Code on the back of the secondary-establishment definition in Article R123-40 of the Commercial Code, economic dismissals run under Article L1233-3 of the Labour Code with the severance floor of Article L1234-9 of the Labour Code, a lease exit served six months ahead under Article L145-9 of the Commercial Code, and final tax filings under the forty-five-day discipline of Article 201 of the General Tax Code. Publication alone makes the closure enforceable, as Article L123-9 of the Commercial Code recalls, and bad-faith filings carry the penalty of Article L123-5 of the Commercial Code. Build the bilingual evidence pack on the day the BODACC notice appears, retain the books with a named custodian, and the head office keeps a clean French record for whatever comes next.