{"id":2101376,"date":"2026-08-20T17:56:42","date_gmt":"2026-08-20T15:56:42","guid":{"rendered":"https:\/\/kohenavocats.fr\/2026\/08\/20\/can-a-french-company-invoice-before-kbis-registration-pending\/"},"modified":"2026-08-20T17:56:42","modified_gmt":"2026-08-20T15:56:42","slug":"can-a-french-company-invoice-before-kbis-registration-pending","status":"publish","type":"post","link":"https:\/\/kohenavocats.fr\/en\/2026\/08\/20\/can-a-french-company-invoice-before-kbis-registration-pending\/","title":{"rendered":"Can a French Company Invoice Before Its Kbis? A Foreign Founder\u2019s Legal Checklist"},"content":{"rendered":"

A foreign founder can have a French customer ready to sign while the new company is still waiting for its Kbis<\/em>. The Kbis is the official extract proving that a commercial company is registered in the French Trade and Companies Register, or Registre du commerce et des soci\u00e9t\u00e9s<\/em> (RCS). It is important evidence for a bank, a purchaser or a procurement team, but it is not the event that creates the company\u2019s legal personality. Registration does that.<\/p>\n

The practical answer is therefore conditional. A company that has been properly constituted and whose registration filing is pending may often start its activity and issue an invoice in the company\u2019s name, using the wording required for an identification number that is still being allocated. The founder must not invent a SIREN, a nine-digit legal-unit identifier, or a SIRET, the fourteen-digit establishment identifier. The founder must also preserve the legal link between the invoice, the company in formation and the later takeover of the commitment.<\/p>\n

This distinction matters especially when the shareholder lives abroad, the customer is outside France, the bank requests a Kbis before paying, or the French tax authority has not yet assigned a VAT identification number. The checklist below separates the three relevant moments: before the filing, during the period in which the filing is pending, and after registration but before the paper or electronic Kbis has reached the founder.<\/p>\n

For the broader incorporation roadmap, see the firm\u2019s French company-formation legal hub<\/a>; this article focuses only on the narrow invoicing and pre-registration problem.<\/p>\n

I. Can a French company invoice before its Kbis?<\/h2>\n

A. What changes between a company in formation and a registered company?<\/h3>\n

French law distinguishes the company project from the legal person. Article 1842 of the Civil Code provides that commercial companies acquire legal personality upon registration. The operative wording is that companies \u201cjouissent de la personnalit\u00e9 morale \u00e0 compter de leur immatriculation<\/q>\u201d, meaning that they enjoy legal personality from registration. The official text is available in Article 1842 of the Civil Code<\/a>.<\/p>\n

Article L. 210-6 of the Commercial Code states the same rule for commercial companies and adds the consequence for acts performed during formation: \u201cLes soci\u00e9t\u00e9s commerciales jouissent de la personnalit\u00e9 morale \u00e0 dater de leur immatriculation<\/q>\u201d. The same provision makes the person who acted for the future company personally responsible unless the registered company takes over the commitments. See Article L. 210-6 of the Commercial Code<\/a>.<\/p>\n

The Kbis must therefore be understood as proof, not as the source of legal existence. The French public administration explains that a Kbis proves registration in the RCS and identifies the company, while a registration certificate from the National Business Register, or RNE, can also provide evidence in many procedures. The official explanation of the Kbis is in Service Public Entreprendre\u2019s K or Kbis guide<\/a>. A customer may still demand a recent Kbis as an internal compliance rule, even when the company already exists legally and can prove its SIREN by another official document.<\/p>\n

Three dates must be kept separate in the founder\u2019s file:<\/p>\n\n\n\n\n\n\n\n
Moment<\/th>\nLegal position<\/th>\nSafe commercial document<\/th>\n<\/tr>\n<\/thead>\n
Before the statutes and the registration filing<\/td>\nThe company is a project. A founder may prepare negotiations, but cannot present an unregistered legal person as if it already had a French registration number.<\/td>\nA non-binding proposal, draft contract, or a contract signed by the actual existing contracting party.<\/td>\n<\/tr>\n
After constitution and filing, before registration<\/td>\nThe company is \u201cen formation\u201d, or in formation. The founder can act for its account, but the founder remains exposed until the company is registered and the commitment is taken over.<\/td>\nAn invoice in the future company\u2019s name, with \u201cSIRET en cours d\u2019attribution\u201d where applicable, plus a carefully documented act for takeover.<\/td>\n<\/tr>\n
After registration, before the Kbis is received<\/td>\nThe company has legal personality. The SIREN and SIRET should be obtained or confirmed through the official registration channels.<\/td>\nAn ordinary company invoice with the identifiers and legal particulars available at the date of issue; attach the RNE registration proof if the customer needs evidence.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The legal form does not change the basic sequence. A SAS, meaning a soci\u00e9t\u00e9 par actions simplifi\u00e9e<\/em> or simplified joint-stock company, and a SARL, meaning a soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e<\/em> or private limited company, both have no legal personality before registration. Their internal rules for approving acts and their governance documents differ, so the founder should not copy a takeover clause from one form into the other without checking it.<\/p>\n

The personal-liability rule is not theoretical. Article 1843 of the Civil Code says: \u201cLes personnes qui ont agi au nom d’une soci\u00e9t\u00e9 en formation avant l’immatriculation sont tenues des obligations n\u00e9es des actes ainsi accomplis<\/q>\u201d. It then allows the registered company to take over the commitments, which are treated as having been made by the company from the beginning. The full provision is available at Article 1843 of the Civil Code<\/a>.<\/p>\n

The wording used on the document is consequently decisive. In Cass. com., 13 November 2013, no. 12-26.158<\/a>, the Court of Cassation examined a contract referring to a company that was \u201cen cours d’enregistrement<\/q>\u201d. The Court required the lower court to establish that a person had acted in the name of the company in formation, rather than allowing the company itself to contract before it existed as a legal person. The distinction is directly relevant to an invoice: the document should identify the founder as acting for the company in formation, rather than falsely stating that an already registered company issued it.<\/p>\n

The more recent decision Cass. com., 28 May 2025, no. 24-11.478<\/a> shows why the surrounding evidence matters. The Court accepted that the judge must assess the parties\u2019 common intention from the terms of the act and the surrounding circumstances when the document does not perfectly use the expected formula. That possibility is not a licence to draft vaguely. It is a litigation safety net. A foreign founder should make the intended legal capacity explicit at the moment the customer signs and should keep the registration file that proves what the parties intended.<\/p>\n

The best working rule is simple: an invoice can be issued during the formation period only as part of a documented transition to the future company. If the founder cannot state which existing person or company is legally providing the service, which entity will take over the commitment, and what registration filing is pending, the invoice should wait or be issued by the entity that actually contracted and performed.<\/p>\n

B. When may a foreign founder issue the first invoice?<\/h3>\n

The first question is not \u201cDo I have a Kbis?\u201d but \u201cHas the company been properly constituted, and has the registration filing been made?\u201d The official company-formation guidance confirms that activity can start before registration if the documents identify the company as being in formation and the acts are listed for takeover. Service Public states: \u201cIl est possible de d\u00e9marrer l’activit\u00e9 avant l’immatriculation de la soci\u00e9t\u00e9<\/q>\u201d. It also requires the mention \u201cSoci\u00e9t\u00e9 en cours de formation\u201d on the documents and an annex to the statutes listing the acts made before the filing. See the official company-registration procedure<\/a>.<\/p>\n

The same source distinguishes the invoice from a personal invoice. For an enterprise still being registered, the invoice must be made in the company\u2019s name with the wording \u201cSiret en cours d’attribution<\/q>\u201d, rather than in the creator\u2019s name, otherwise the customer may be unable to deduct the VAT shown on the invoice. This point appears in the official guide to mandatory invoice particulars<\/a>. For an overseas founder, this is the central answer to the Kbis question: the absence of the extract does not automatically prohibit the invoice, but an incorrect identity on the invoice creates a tax and contract problem.<\/p>\n

There are four conditions for using this route safely.<\/p>\n

    \n
  1. The company must be identifiable.<\/strong> Use the intended corporate name, legal form, registered office address and the wording showing that registration is pending. Do not use a made-up SIREN, SIRET or French VAT number.<\/li>\n
  2. The signatory must have capacity to act for the company in formation.<\/strong> The signed statutes, a specific power of attorney or a mandate should identify the founder and the act to be performed. A foreign parent company should be named separately if it is also a party.<\/li>\n
  3. The act must be recorded for takeover.<\/strong> The invoice, the customer contract, a purchase order, an advance payment and material supplier commitments should be described in the schedule attached to the statutes or covered by a sufficiently precise mandate.<\/li>\n
  4. The underlying activity must be lawful at that stage.<\/strong> A regulated activity may require an authorisation, licence, professional registration or other approval before it starts. Company registration does not replace that substantive approval.<\/li>\n<\/ol>\n

    For a foreign founder, the registration filing normally runs through the Guichet unique, the one-stop electronic business-formality portal operated by the Institut national de la propri\u00e9t\u00e9 industrielle<\/em> (INPI), the French National Institute of Industrial Property. INPI explains that the portal centralises creation, modification, cessation and annual-account formalities and that the RNE data is checked by the competent bodies. The official explanation is available on INPI\u2019s Guichet unique and RNE page<\/a>.<\/p>\n

    Keep the submission receipt, the final signed statutes, the proof of registered office, the legal notice, the capital-deposit certificate where relevant, the beneficial-owner information and the identity documents. If documents originate outside France, keep the translation and any required certification or apostille. These papers allow the customer\u2019s procurement team to understand why a Kbis is not yet available and allow the company to show that the invoice is not being issued by a fictitious entity.<\/p>\n

    A foreign founder should also choose the commercial document according to the customer\u2019s immediate need. A quotation or pro forma invoice can reserve the commercial deal without asserting that a completed taxable supply has already occurred. An advance-payment invoice may be appropriate when the legal and VAT conditions for an advance are satisfied, but it must not be used to disguise a service performed by a different entity. A final invoice should describe the actual delivery or service and use the correct date. Never solve the Kbis delay by backdating the invoice.<\/p>\n

    Some customers will refuse to pay without a Kbis because their risk policy is stricter than the legal minimum. That is a commercial obstacle, not necessarily proof that the invoice is void. The founder can provide the Guichet unique filing receipt, the RNE registration proof as soon as it exists, the signed statutes, the mandate and a written explanation of the pending SIRET. If the customer still requires an extract, the founder can defer the due date or agree a conditional contract. The founder should not substitute a personal invoice merely to satisfy the customer if the economic contract was intended to belong to the future company.<\/p>\n

    II. How should the invoice and the pre-registration file be secured?<\/h2>\n

    A. Which details, VAT wording and evidence should appear?<\/h3>\n

    Once the decision to invoice during formation has been made, the document must satisfy both company-law and invoice-law requirements. Article L. 441-9 of the Commercial Code provides that \u201cTout achat de produits ou toute prestation de service pour une activit\u00e9 professionnelle fait l’objet d’une facturation<\/q>\u201d. It also links the due date of the invoice to the delivery of goods or the performance of services. The rule is in force at the time of this publication in Article L. 441-9 of the Commercial Code<\/a>.<\/p>\n

    The core identity block should contain the company name exactly as stated in the draft statutes, the legal form, the registered office, the share capital where required, the customer\u2019s complete identity and the wording \u201cSIRET en cours d\u2019attribution\u201d while the establishment identifier is pending. The founder should add the RCS location if the information is known and should identify the signatory as acting for the company in formation. The signatory\u2019s personal address or personal bank account should not silently replace the company identity.<\/p>\n

    French invoice rules also depend on the company\u2019s identifiers. Article R. 123-221 of the Commercial Code defines the legal-unit identifier as a nine-digit number and the establishment identifier as that number followed by five additional digits. The text says: \u201cLe num\u00e9ro d’identification attribu\u00e9 \u00e0 chaque unit\u00e9 l\u00e9gale est un num\u00e9ro d’ordre compos\u00e9 de neuf chiffres<\/q>\u201d. See Article R. 123-221 of the Commercial Code<\/a>. The founder should leave a pending identifier blank only where the official guidance permits the pending wording; inserting zeros, a temporary foreign company number or an unverified number is not a safe substitute.<\/p>\n

    Article 242 nonies A of Annex II to the General Tax Code requires the full name, the identification number and the address of the taxable person and the customer. It also requires the individual VAT identification number in the cases where it applies. The official text begins: \u201cLes mentions obligatoires qui doivent figurer sur les factures<\/q>\u201d. Review Article 242 nonies A of Annex II to the General Tax Code<\/a> alongside the transaction\u2019s VAT rules.<\/p>\n

    The invoice should also include:<\/p>\n