You run a company in London, New York, Dubai or Singapore and France is your next market. You need people on the ground, invoices with French VAT, a French bank account and contracts signed under French law. Two doors lead there, and founders confuse them every week: the branch (in French, a succursale), which is your existing foreign company acting directly in France, and the subsidiary (a filiale), which is a brand-new French company owned from abroad, most often a SAS (a société par actions simplifiée, the flexible joint-stock company). The choice shapes who pays the debts, where the profit is taxed, how the bank treats you and how painful the exit will be if France does not work out.
This guide explains both routes from abroad in practical order: how each structure comes into legal existence, what it costs in liability and paperwork, how tax, VAT, payroll and banking work once you operate, and how each route closes. It builds on our step-by-step guide to setting up a company in France as a foreign founder, from bank account to Kbis to VAT and first hire. Every French acronym is explained along the way: the Kbis is the official identity extract of a registered business, the greffe is the registry office of the commercial court, the RNE (Registre national des entreprises) is the national business register fed through the Guichet unique (the single online filing portal), the BODACC (Bulletin officiel des annonces civiles et commerciales) is the official gazette publishing company notices, and URSSAF is the body collecting employer social contributions.
I. Giving your French presence a legal existence: branch registration or a new French company
A. How a foreign company opens a branch in France and what it really is
A branch is not a company. It is your foreign company trading in France under its own name through a local establishment: an office, a shop, a warehouse or a team working from French premises. French law says so directly. Article L. 123-1 of the Commercial Code (Code de commerce) requires registration, on their own declaration, of “Les sociétés commerciales dont le siège est situé hors d’un département français et qui ont un établissement dans l’un de ces départements” . That covers any commercial company with its registered office outside France that maintains an establishment in France. In other words, the day your foreign company has a real establishment in France, it must tell the French register. The filing goes through the Guichet unique, the single portal that feeds the RNE and the local greffe, and the branch appears on the French commercial register with its own registration details while remaining legally part of the parent.
The decisive point, and the one founders misunderstand most, is that registration does not create a new person. The Paris Court of Appeal said it in plain terms on 3 December 2024 (Pôle 5, Chamber 8, RG 23/10450, official decision record), about the French establishment of a German-law company: “En tant que telle, elle était dépourvue de personnalité morale nonobstant son immatriculation au registre du commerce et des sociétés” . Put plainly, the branch had no legal personality even though it was on the register. The court added that the manager could not be punished as the manager of the branch itself precisely because the branch was nobody in law: “Par voie de conséquence, M. [L] [E] ne peut être sanctionné sur le fondement de l’article L.653-1, I, 2° du code de commerce en qualité de dirigeant de droit de la succursale française de la société [14]” . In short, the manager could not be punished merely as manager of the French branch. Three consequences follow for a founder living abroad. First, every debt signed by the branch is a debt of the parent: a French supplier, landlord or employee sues one single debtor, the foreign company, and enforcement can target the parent’s assets. Second, the branch cannot own anything in its own name; offices, stock and receivables belong to the parent. Third, the parent’s own insolvency follows the branch: a foreign restructuring or liquidation governs the fate of the French establishment, with French courts opening at most secondary proceedings for local assets, as happened with the French branch of an Irish airline placed in immediate judicial liquidation by the Bobigny commercial court while the main case ran in Dublin (Paris Court of Appeal, Pôle 6, Chamber 4, 27 May 2026, RG 18/11272).
Registration does not mean informality. A branch that trades in France must keep books in France. Article L. 123-12 of the Commercial Code 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” . In practice, every trader, whether an individual or a company, must record movements affecting business assets. The tax administration takes the same view: in the Paris 2024 case above, it treated the French establishment as a stable establishment required to keep accounts, and the absence of any accounting handed to the liquidator weighed heavily in the case. Practically, opening a branch therefore means: a French address for the establishment, a representative in France empowered to receive official mail, translated and certified copies of the parent’s incorporation documents, registration through the Guichet unique, publication where required, and a French accounting setup from day one. There is no share capital to pay up, which founders like, but the price of that saving is unlimited exposure of the parent. No RBE declaration (the register of beneficial owners, registre des bénéficiaires effectifs) is filed for the branch itself, since there is no new company; transparency duties sit at the parent level under its home law.
B. How a foreign founder incorporates a French subsidiary and why the SAS dominates
A subsidiary is the opposite bet: instead of stretching the foreign company into France, you create a French person. Article L. 210-6 of the Commercial Code states that “Les sociétés commerciales jouissent de la personnalité morale à dater de leur immatriculation au registre du commerce et des sociétés” . The rule is simple: a commercial company becomes a legal person upon registration. From that registration, the subsidiary owns, owes, hires, sues and is sued in its own name. The foreign parent is normally exposed only up to its capital contribution, and the subsidiary’s creditors cannot seize the parent’s foreign assets for a purely subsidiary debt. That shield is the main commercial reason groups accept the heavier setup: articles of association in French, capital deposited in a blocked bank account then released on Kbis issuance, publication in a legal notices paper (journal d’annonces légales), filing through the Guichet unique, and a Kbis extract proving existence.
The vehicle of choice is almost always the SAS. Article L. 227-1 of the Commercial Code allows 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” . This means an SAS may be formed by one or more persons whose liability for losses stays within their contributions. The article adds that “Lorsque cette société ne comporte qu’une seule personne, celle-ci est dénommée ” associé unique “” . A company with a single member therefore has what the Code calls a sole shareholder. A single foreign parent can therefore own 100 percent through a SASU (the one-member SAS), appoint a president (président) living abroad or in France, and write tailor-made articles allocating voting rights, transfers and exits. Our detailed comparison of SAS, SARL and SASU for foreign owners: control, money and risk covers that three-way choice; the branch-versus-subsidiary question sits one level above it, because a branch avoids the company-law choice altogether while giving up the liability shield.
Two recurring duties surprise foreign owners of subsidiaries. First, the beneficial-owner declaration: the company must declare “les informations relatives aux bénéficiaires effectifs. Ces informations portent sur les éléments d’identification et le domicile personnel de ces bénéficiaires ainsi que sur les modalités du contrôle que ces derniers exercent sur la société ou l’entité” . These details identify each beneficial owner, give the personal domicile, and describe the control exercised. They are filed with the commercial register through the single portal. Miss it and the Kbis may be blocked, banks freeze onboarding, and criminal fines follow, as explained in our guide to the RBE declaration from abroad. Second, the annual accounts cycle. In a SARL, “Le rapport de gestion, l’inventaire et les comptes annuels établis par les gérants, sont soumis à l’approbation des associés réunis en assemblée, dans le délai de six mois à compter de la clôture de l’exercice sous réserve de prolongation de ce délai par décision de justice” . The meeting must therefore approve them within six months of year-end unless a court grants more time. Then “Les sociétés commerciales sont tenues de déposer, dans le délai d’un mois à compter de leur approbation par l’assemblée ordinaire, les documents comptables prévus aux articles L. 232-21 à L. 232-23” . Filing follows within one month of the ordinary meeting vote, with the period extended where filing is electronic: “Dans ce cas, le délai prévu au premier alinéa est porté à deux mois” . Electronic filing extends that period to two months. A branch has no shareholders’ meeting, but it must still produce French accounts for its activity; a subsidiary adds the full meeting-and-filing cycle, which a director living abroad must organise by written consultation or video meeting exactly as the articles allow.
II. Operating from abroad: where the profit is taxed, how the bank and payroll work, and how each route ends
A. Where each structure pays tax and charges VAT in France
France taxes business profit where the business is run from France. Article 209 of the General Tax Code (Code général des impôts, CGI) provides that corporate income tax (impôt sur les sociétés, IS) is computed “en tenant compte uniquement des bénéfices réalisés dans les entreprises exploitées en France, de ceux mentionnés aux a, e, e bis et e ter du I de l’article 164 B ainsi que de ceux dont l’imposition est attribuée à la France par une convention internationale relative aux doubles impositions” . Only three baskets count: profits earned by businesses operated in France, profits listed in specific provisions, and profits attributed to France by a double-tax treaty. A French subsidiary is fully within that net: it files its own IS return, pays advances and the balance, and distributes dividends under French withholding rules, with treaties softening the rates. A branch is taxed on the profit attributable to its French activity under the same territorial principle, and the applicable tax treaty allocates taxing rights between the home state and France through the permanent-establishment (in French, établissement stable) concept. The accounting mirror is identical: without French books showing the French profit, neither the subsidiary’s return nor the branch’s attribution can be defended in an audit, which is why the bookkeeping duty described above is really a tax duty in disguise.
VAT (taxe sur la valeur ajoutée, TVA) follows the activity, not the legal wrapper. Article 256 of the CGI states that “Sont soumises à la taxe sur la valeur ajoutée les livraisons de biens et les prestations de services effectuées à titre onéreux par un assujetti agissant en tant que tel” . Supplies of goods and services for consideration by a taxable person acting as such therefore fall within VAT. Both a branch and a subsidiary that sell in France therefore register for VAT, charge French VAT on domestic sales, file periodic VAT returns (déclarations de TVA) and reclaim input VAT. The practical differences sit at the margins but they matter. A subsidiary gets its own French VAT number with its Kbis and builds its own VAT history, which banks and big customers read as credibility. A branch uses a VAT number attached to the foreign company’s French establishment, and intra-group flows between head office and branch (management fees, recharges, seconded staff) attract close scrutiny: the administration tests whether the price matches what independent parties would agree, and undocumented recharges are routinely added back to the French taxable base. Founders who invoice French customers with no French structure at all face the worst of both worlds, permanent-establishment exposure without any registration to defend themselves, a pattern developed in our guide to invoicing French clients with no subsidiary: VAT, fiscal representative and permanent-establishment risk.
A published ruling shows what undeclared French activity can trigger. On 15 February 2023 the Commercial Chamber of the Court of Cassation (appeal no. 21-13.288, official decision record) rejected (Rejet) the appeal of Orefa, a Luxembourg-law company, against the 3 March 2021 order of the first president of the Paris Court of Appeal authorising tax investigators to carry out visits and seizures on French premises possibly occupied by that company. The company argued that forcing a business based in another EU Member State to keep accounts in France, the country of a merely supposed stable establishment, discriminated against it and restricted freedom of establishment. The Court of Cassation disagreed and let the investigation stand. The lesson for founders is blunt and general: run French activity through a declared vehicle, branch or subsidiary, keep French accounts from the first euro, and file the returns the activity triggers. An undeclared presence does not stay invisible; it becomes the target of the heaviest investigative tool in the tax procedure arsenal, the judicially authorised visit and seizure under article L. 16 B of the tax procedure book (Livre des procédures fiscales). And where the group shifts profit across borders through management fees, royalties or transfer prices, the French arm, branch or subsidiary alike, must hold documentation showing the price is arm’s length, because article 57 of the CGI lets the administration substitute the market price for an artificial one.
B. Opening the bank account, hiring the first employee and closing the route that did not work
Money first, because nothing else moves without it. A French subsidiary needs a corporate account twice over: once to deposit and block the share capital before registration, and again to operate once the Kbis arrives. A branch needs an operating account in the parent’s French establishment name. Foreign ownership makes both harder in practice, because French banks run strict anti-money-laundering checks on non-resident shareholders, foreign directors and funds arriving from abroad, and some banks simply decline files they consider too heavy to monitor. French law answers with the right to an account (droit au compte). Article L. 312-1 of the Monetary and Financial Code (Code monétaire et financier) grants “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” . This is a right to open a deposit account with the chosen bank where the applicant holds no such account in France, expressly for any individual or legal entity domiciled in France. A French subsidiary, a legal person domiciled in France, fits that wording; the procedure runs through the Banque de France (the French central bank), which designates a bank that must open the account with basic services. A published Paris ruling illustrates the full sequence and its limits: after a company used the L. 312-1 procedure and the Banque de France designated a bank on 16 August 2022, the company sued the designated bank in summary proceedings (référé) claiming the bank was wrongly refusing to open the account and seeking an opening order plus 30,000 euros, and on 6 July 2023 the Paris Court of Appeal (Pôle 1, Chamber 2, RG 22/17393, official decision record) ruled “Confirme l’ordonnance entreprise” (“Confirms the order made below”), ordering the company to pay 1,500 euros and the appeal costs. Designation is therefore a powerful tool, not a blank cheque: prepare a complete file (Kbis or draft articles, register extracts of the parent with certified translation, identity and address evidence for every shareholder and director, business plan and source of funds), answer the bank’s questions fast, and treat litigation as the last resort, because even winners pay in time.
Hiring works the same under either structure, and it starts before the contract is signed. Article L. 1221-10 of the Labour Code (Code du travail) provides that “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” . Hiring therefore requires a prior nominative declaration to the designated social bodies. That declaration is the DPAE (déclaration préalable à l’embauche), filed with URSSAF before the employee’s first day, and the employer completes it in every workplace where staff are employed. Whether the employer is a branch or a subsidiary, the French payroll duties are identical: written working-time records for the 35-hour week (durée légale du travail), payslips (bulletins de paie) showing contributions, monthly social declarations (DSN, déclaration sociale nominative), and the employer’s liability for overtime rates and dismissal procedure. The one structural difference is who signs: for a branch, the employment contracts bind the foreign parent directly, so a labour-court award (conseil de prud’hommes, the French employment tribunal) is enforced against the parent; for a subsidiary, the award binds the subsidiary, with the parent’s exposure limited to narrow exceptions such as co-employment (co-emploi) where the parent demonstrably ran the subsidiary’s daily operations. Founders recruiting from abroad should also remember the work-permit check for non-EU hires and the probation, overtime and dismissal mechanics developed in our guides to the first employee hired from abroad: probation, dismissal and severance and to hiring a foreign employee: work-permit checks and fines.
Exit is where the two routes diverge most sharply, and founders should price it on day one. Closing a branch means deregistering (radiation) the French establishment through the Guichet unique: cease activity, settle or transfer the French contracts and employment positions, file final VAT and tax returns for the establishment, and strike the branch from the register, with the parent surviving untouched abroad. No shareholder vote to liquidate a company is needed because there is no company. Dissolving a subsidiary is a company death with its own ritual, developed in our guide to closing, dissolving and striking off a French company from abroad: shareholder decision to dissolve, appointment of a liquidator (liquidateur), publication in the BODACC, settlement of creditors, approval of the liquidation accounts, distribution of any remainder (boni de liquidation) to the foreign parent with its tax treatment, and final strike-off (radiation). The subsidiary route costs more to close and takes longer, but it quarantines the failure: unpaid French creditors chase the subsidiary’s assets, not the parent’s balance sheet, while a branch closure leaves the parent directly answerable for every loose end the deregistration did not settle.
Conclusion
Choose the branch when France is an experiment you want to run cheaply and reversibly: no capital, no articles, fast registration through the Guichet unique, direct control from head office, and a deregistration that ends the story. Accept in exchange the full exposure of the parent, thinner credibility with banks and big customers, and group flows that the tax administration reads with suspicion. Choose the subsidiary, almost always a SAS or SASU, when France is a commitment: a liability shield from registration, a Kbis and VAT number in the company’s own name, clean hiring and banking, and a failure that stays fenced inside the French company. Accept the heavier setup, the beneficial-owner filing, the six-month accounts cycle with one-month filing, and a formal liquidation if you ever leave. In both cases the non-negotiables are identical: register before you trade, keep French accounts from the first invoice, file VAT and payroll returns on time, open the bank account through the droit au compte procedure if banks stall, and document every euro crossing between France and head office. Structure is a tool; compliance is the work.