{"id":2099245,"date":"2026-08-19T10:02:46","date_gmt":"2026-08-19T08:02:46","guid":{"rendered":"https:\/\/kohenavocats.fr\/2026\/08\/19\/put-french-company-on-hold-from-abroad-mise-en-sommeil-inpi-tax-consequences\/"},"modified":"2026-08-19T10:06:50","modified_gmt":"2026-08-19T08:06:50","slug":"put-french-company-on-hold-from-abroad-mise-en-sommeil-inpi-tax-consequences","status":"publish","type":"post","link":"https:\/\/kohenavocats.fr\/en\/2026\/08\/19\/put-french-company-on-hold-from-abroad-mise-en-sommeil-inpi-tax-consequences\/","title":{"rendered":"How to Put a French Company on Hold from Abroad: Mise en Sommeil, INPI Filing and Tax Consequences"},"content":{"rendered":"

A French company can pause its trading activity without immediately dissolving or liquidating the company. The French procedure is called mise en sommeil<\/em>, or temporary cessation of activity. It can be useful when a foreign founder wants to preserve a French SAS (simplified joint-stock company), SARL (private limited liability company), SASU (single-shareholder SAS) or EURL (single-shareholder SARL) while a market, investment project or group structure is being reassessed. It is not a way to make the company disappear, and it is not a substitute for insolvency proceedings.<\/p>\n

For an owner living outside France, the difficult part is usually not the decision to stop trading. The difficult part is selecting the correct legal route, filing the cessation through the INPI one-stop portal, proving the authority of the foreign signatory, preserving the registered office and handling the tax, social, accounting and contractual duties that survive the pause. The company keeps its registration in the RNE, the National Business Register, and remains a legal person. Its Kbis, the official company-registration extract, will show a modified situation rather than a clean closure.<\/p>\n

This article explains how to put a French company on hold from abroad, how mise en sommeil<\/em> differs from dissolution, what a foreign founder should prepare before filing, and how to manage the two-year risk of an administrative strike-off. It focuses on corporate companies and does not address an individual moving to France or buying property. For the wider incorporation and structuring context, see the firm\u2019s French company formation and corporate structuring service<\/a>.<\/p>\n

I. Can a foreign founder put a French company on hold without moving to France?<\/h2>\n

A. What is mise en sommeil, and when is it preferable to dissolution?<\/h3>\n

Mise en sommeil<\/em> is a temporary suspension of the company\u2019s business activity. The company does not sell, invoice or actively operate during the declared period, but it continues to exist. The official INPI, the French National Institute of Industrial Property, describes the procedure as allowing a company to interrupt its activity for a limited period \u201csans \u00eatre dissoute ni radi\u00e9e\u201d, meaning without being dissolved or struck off. The complete official explanation is available on INPI\u2019s page on temporarily closing a company<\/a>. This is the correct starting point for a foreign founder who needs a pause rather than an exit.<\/p>\n

The legal effect is a declared cessation of activity, not a disappearance of the legal entity. Article R. 123-69 of the French Commercial Code expressly includes \u201cLa cessation totale ou partielle d’activit\u00e9 … m\u00eame en l’absence de dissolution\u201d. In English, that means a total or partial cessation must be declared even when the company is not being dissolved. Read the current text on L\u00e9gifrance, Article R. 123-69 of the Commercial Code<\/a>. This rule is why a founder should not simply stop issuing invoices and leave the Kbis unchanged.<\/p>\n

The procedure is suitable when the company is solvent and the commercial pause has a credible explanation. Examples include a foreign group delaying a French launch, a founder waiting for a financing round, a seasonal or regulated business awaiting a licence, a temporary illness of a key manager, an internal reorganisation, or a project that may restart after a defined period. It can preserve the company\u2019s name, history, contractual framework and registration while the shareholders decide what to do next.<\/p>\n

The procedure is not appropriate when the company cannot pay its due debts with its available assets. Article L. 631-1 of the Commercial Code defines cessation of payments as \u201cl’impossibilit\u00e9 de faire face au passif exigible avec son actif disponible\u201d. The official provision is on L\u00e9gifrance, Article L. 631-1<\/a>. A foreign parent cannot protect a French subsidiary from creditors merely by filing a temporary cessation. If payroll, tax, rent, suppliers or bank debt cannot be paid as they fall due, the director must assess insolvency immediately.<\/p>\n

The 45-day rule is equally important. Article L. 631-4 provides that a debtor must request the opening of a reorganisation or liquidation procedure within 45 days of cessation of payments, unless a conciliation procedure has been requested within that period. The official text is available on L\u00e9gifrance, Article L. 631-4<\/a>. A \u201cpause\u201d must therefore be preceded by a short solvency review: bank balances, due invoices, tax and social arrears, employee liabilities, loans, guarantees and disputed claims. If the review is negative, an insolvency lawyer and the competent court route take priority over the INPI form.<\/p>\n

Dissolution and liquidation serve a different purpose. A voluntary dissolution is the shareholders\u2019 decision to end the company\u2019s life; the liquidator realises assets, pays creditors and distributes any remaining balance before the final radiation. A TUP, or transmission universelle du patrimoine<\/em>, is a simplified transfer of all assets and liabilities to a sole corporate shareholder, subject to its own conditions and creditor-opposition period. The decision-tree article for a definitive exit is available here: How to close a French company from abroad<\/a>. A company that may return to business should not use dissolution simply because the founder is abroad.<\/p>\n

The distinction also protects directors against an inaccurate registry record. Article R. 123-66 states that a legal person must request a modifying registration through the single body within one month of an act or fact requiring a correction or addition to the registered information. The official text says: \u201cToute personne morale immatricul\u00e9e demande … une inscription modificative dans le mois\u201d. See L\u00e9gifrance, Article R. 123-66<\/a>. The deadline runs from the decision or event, not from the date on which the founder next visits France.<\/p>\n

INPI\u2019s public guidance states that the legal representative decides the temporary cessation, and that a shareholders\u2019 meeting is optional unless the articles of association require one. That does not mean that a president or manager may ignore the shareholders\u2019 agreement, a reserved-matters clause, a financing covenant or a group approval matrix. A foreign-owned SAS may have a board or shareholder consent requirement in its articles. A SARL may require a shareholder resolution under its governance documents. The safest record is a written decision that identifies the legal representative, the effective date, the commercial reason in neutral terms, the absence of cessation of payments and the authority to complete the filing.<\/p>\n

The maximum period must be treated as a project deadline, not a vague target. For a company, the registry rules create a two-year horizon after the mention of total cessation. Article R. 123-130 provides that, after two years without a modifying entry recording a resumption, the registrar may, after notice by registered letter to the company\u2019s registered office, proceed with an automatic strike-off. Its wording begins: \u201cLorsque le greffier … constate, au terme d’un d\u00e9lai de deux ans … l’absence de toute inscription modificative relative \u00e0 une reprise d’activit\u00e9\u201d. The official provision is on L\u00e9gifrance, Article R. 123-130<\/a>. The legal representative should calendar the two-year date on the day the filing is made.<\/p>\n

The public INPI explanation also warns that the company may be struck off if no step is taken at the end of the period. That risk is not a convenient administrative shortcut. Strike-off can complicate bank access, contracts, tax correspondence, asset transfers, litigation, recovery of receivables and a later restart. It may also cause a foreign parent to discover that a French entity has disappeared from a registry when the group is preparing a financing or acquisition. A planned dissolution is cleaner when the business will not return.<\/p>\n

French case law confirms that dormancy is not identical to a legal impossibility to operate. In Cour de cassation, Commercial Chamber, 23 March 2010, docket no. 08-22.073<\/a>, the Court rejected reasoning that did not establish \u201cl’impossibilit\u00e9 pour la soci\u00e9t\u00e9 de fonctionner normalement\u201d. The decision matters for a foreign founder because a company in sleep remains an entity with a manager, assets, creditors and governance duties. The filing does not itself prove that the company is dead, and it does not itself justify a dissolution order.<\/p>\n

A second decision illustrates the cost of confusing temporary suspension with termination. In Cour de cassation, Civil Chamber 2, 17 November 2016, docket no. 15-24.271<\/a>, the Court held that expenses caused by a forced temporary suspension could be a loss connected to the underlying event and \u201cne se confondait pas avec la perte de valeur de la soci\u00e9t\u00e9\u201d. The case concerned compensation, not a foreign-founder filing, but it reinforces the practical point: temporary cessation has its own costs and legal consequences; it is not the same as liquidating the company\u2019s value.<\/p>\n

B. What must the foreign founder decide before filing the temporary cessation?<\/h3>\n

The first decision is whether the French entity itself is stopping, or only one establishment. A company may have a principal establishment in France and one or more secondary establishments. \u201cEstablishment\u201d means a business location or operational unit, not a separate legal person. The INPI instructions state that an active secondary establishment may need to be closed before the company\u2019s temporary cessation can be validated. Check the RNE record, the Kbis, leases, tax registrations, licences and the actual activity of every site. A French branch of a foreign company follows a different logic from a French subsidiary, so the parent\u2019s structure must be identified before the form is opened.<\/p>\n

The second decision is the effective date. The date should correspond to the last day on which the company genuinely stopped the declared activity, or to a future date when the decision is clearly prospective and the company will continue trading until then. Do not choose a date that conflicts with invoices, payroll, stock movements, a VAT return, a tax filing or a contract termination. Create a short evidence file showing the board or shareholder decision, the final trading date, the last invoice, the last employee or supplier action and the bank statement around the date. This makes the tax and accounting transition easier to explain.<\/p>\n

The third decision concerns ongoing contracts. A company in sleep remains liable for rent, insurance, bank charges, software subscriptions, storage, accounting fees, loan repayments, guarantees, litigation costs and contractual notice periods. A commercial lease may contain a continuous-operation covenant. The official Service Public Entreprendre guidance on a company\u2019s temporary cessation<\/a> notes that a commercial lease can raise a risk of termination or non-renewal when the contract requires uninterrupted operation. Review the lease before closing the premises or cancelling insurance. A registered office must continue to receive official letters, including a registered letter from the greffe.<\/p>\n

The fourth decision concerns employees. Mise en sommeil does not cancel employment contracts by itself. A company with employees may need to maintain wages, declarations, social contributions, occupational obligations and employee information, or to use a lawful restructuring route before stopping the activity. The director should ask the payroll provider for a written plan and check whether a declaration sociale nominative, or DSN, remains due. DSN means the monthly social-security data return sent electronically to the French authorities. Stopping payroll software without confirming the company\u2019s status can create arrears and penalties.<\/p>\n

The fifth decision concerns the director\u2019s status. The director remains the legal representative, with authority and duties, even when the company has no turnover. A president of an SAS is normally treated under the general social-security system when paid; a majority manager of a SARL may be a TNS, or travailleur non salari\u00e9<\/em>, a self-employed director subject to a different contribution regime. The result depends on the legal form, ownership, remuneration and actual role. The absence of a salary does not automatically end every social obligation.<\/p>\n

In Cour de cassation, Civil Chamber 2, 15 March 2018, docket no. 17-13.619<\/a>, the official decision reproduces the proposition that \u201cUne soci\u00e9t\u00e9 est mise en sommeil lorsque … elle d\u00e9clare sa cessation d’activit\u00e9, sans toutefois proc\u00e9der \u00e0 sa dissolution\u201d and then explains that the company continues to exist. The case concerned a manager\u2019s social-security affiliation and the Court\u2019s procedural ruling was a cassation for inadequate reasoning. It remains a useful warning: a foreign founder should not assume that a dormant company automatically removes the director from the French social-security system.<\/p>\n

The sixth decision concerns the company\u2019s balance sheet and assets. List cash, receivables, inventory, intellectual-property rights, vehicles, equipment, loans, pledges, guarantees, shareholder current accounts and intercompany balances. An entity without sales can still own valuable software, a domain name, shares or a receivable from its foreign parent. A pause should include a protection plan for those assets. Review bank mandates, online access, two-factor authentication, the registered email address and the person who can receive French tax or registry correspondence. A foreign director who loses access to a French bank account may need an in-country mandate while remaining responsible for the company.<\/p>\n

The seventh decision is whether the company can still meet its administrative calendar. Mise en sommeil does not eliminate annual accounts, the annual approval meeting or every tax return. The director should compare the pause with the group\u2019s legal-calendar tool and assign a named person in France or abroad for each deadline. The file should specify who can instruct the French accountant, who can approve a payment, who can answer the service des imp\u00f4ts des entreprises (SIE, the business tax office), and who can correct an INPI request.<\/p>\n

Finally, decide how the company will restart. A restart plan should state the target business, the intended date, the director and shareholder approvals required, the premises, the bank, insurance, licences, employees, VAT position and first invoice. If the business has changed, the company may need a modifying filing rather than a simple resumption. A restart plan also protects the company from reaching the two-year limit with no action. If a return is unlikely, compare an orderly dissolution with allowing an automatic strike-off. The latter leaves less control over assets, notices and the final tax record.<\/p>\n

II. How do you file and manage a French company\u2019s mise en sommeil from abroad?<\/h2>\n

A. How do you use the Guichet unique, INPI and a foreign mandate?<\/h3>\n

French company formalities now pass through the electronic Guichet unique, the one-stop portal for business formalities. Article L. 123-33 of the Commercial Code requires a company to file one electronic dossier for its creation, modification or cessation, and says that the dossier is submitted to a single body. The official wording states: \u201cCe dossier est d\u00e9pos\u00e9 par voie \u00e9lectronique aupr\u00e8s d’un organisme unique\u201d. Read L\u00e9gifrance, Article L. 123-33<\/a>. For a company abroad, this means the director or authorised agent can prepare the filing remotely, but the evidence and electronic signature still need to be organised in advance.<\/p>\n

The practical sequence is as follows. First, log into the INPI e-procedures portal using the account and authentication route available to the declarant. INPI explains that FranceConnect+ or INPI Connect may be used, and that INPI Connect can require an advanced electronic signature based on a qualified certificate. Second, identify the company by its SIREN, the nine-digit business identifier, and open the modification or cessation workflow. Third, select the option showing that the company is not being dissolved and that the legal person is not disappearing. Fourth, enter the effective cessation date, close any relevant establishment, upload the requested documents, validate the summary, sign the form and pay any applicable fee.<\/p>\n

The form\u2019s wording matters. INPI\u2019s instructions direct the declarant to answer \u201cNon\u201d to the questions asking whether the operation is a dissolution and whether it is a disappearance of the legal person. A foreign founder should save a PDF of the final summary before signature. The summary should show the company name, SIREN, legal form, registered office, establishment status, cessation date and declared nature of the operation. Do not sign a draft while the portal still shows a dissolution, a radiation or an incorrect establishment.<\/p>\n

Prepare the following file before opening the form:<\/p>\n