Closing a French branch is often described as a simple deregistration. That description is incomplete. A branch (succursale) is not a French subsidiary: it normally has no separate legal personality, yet it has its own French registration, tax file, premises, contracts, employees and creditors. The foreign company therefore has to remove the French establishment from the public registers while still dealing with every obligation created by the activity. A filing that only changes the registry entry does not cancel unpaid invoices, a commercial lease, payroll liabilities, VAT, corporate tax, or a claim already brought against the foreign parent.<\/p>\n
This distinction matters for a US, UK, Canadian, Swiss or other non-French company that has stopped trading in France but still receives letters from the greffe (the commercial court registry), the SIE (Service des imp\u00f4ts des entreprises, or business tax office), URSSAF (the organisation that collects social-security contributions), a landlord or a former employee. The correct route depends on whether the French operation has genuinely ended, whether the parent company continues elsewhere, and whether it can pay debts as they fall due. This guide sets out the legal classification, the INPI Guichet unique filing, the tax and social timetable, and the creditor safeguards that should be completed before the foreign board treats the French exit as finished.<\/p>\n
French commercial law treats a foreign company with a French establishment as a registrable business presence. Article L123-1 of the French Commercial Code<\/a> includes commercial companies whose registered office is outside a French d\u00e9partement but which have an establishment in France. This is why the French branch appears in the Registre du commerce et des soci\u00e9t\u00e9s (RCS, the Trade and Companies Register) and in the Registre national des entreprises (RNE, the National Register of Enterprises), even though the parent remains incorporated under the law of its home country.<\/p>\n The regulatory definition in Article R123-40 of the French Commercial Code<\/a> is precise: an \u00e9tablissement secondaire is a permanent establishment distinct from the registered office or principal establishment, managed by the person required to register, an employee, or someone able to bind the company in legal relations with third parties. The original text uses the phrase \u00ab tout \u00e9tablissement permanent, distinct du si\u00e8ge social ou de l’\u00e9tablissement principal \u00bb. It describes the French presence; it does not create a new shareholder body, new share capital or a second parent company.<\/p>\n That is the first practical consequence of closing the branch. The foreign company normally files the cessation or closure of the French establishment, not the dissolution of the foreign company. The parent\u2019s corporate existence, overseas bank accounts, directors and liabilities remain governed by its home law. A French branch may be removed from the RCS and RNE while the parent continues to trade in London, New York, Dubai, Singapore or elsewhere. Conversely, a resolution saying \u201cclose France\u201d does not by itself release the parent from a French debt. The branch is an operating arm, not a liability shield.<\/p>\n This also separates a branch from a filiale, meaning a subsidiary. A French SAS (soci\u00e9t\u00e9 par actions simplifi\u00e9e, a flexible joint-stock company) or SARL (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, a private limited company) is a separate legal person. Closing it can require dissolution, liquidation, settlement of the liquidation accounts and radiation (removal from the registers). The INPI explains that a company cannot ordinarily be finally removed without first being dissolved, and that the two formalities are distinct. That process is relevant to a French subsidiary, but it is not automatically the process for a foreign branch.<\/p>\n It is equally important not to confuse a definitive closure with a mise en sommeil, commonly translated as temporary inactivity or \u201cputting the business to sleep\u201d. A temporary suspension leaves the registration in place and preserves continuing accounting, tax and filing duties. The official INPI guidance distinguishes temporary, dissolution and definitive cessation routes, and the Bpifrance guidance states that a mise en sommeil is temporary and does not cause radiation. A parent that is only pausing its French sales should not declare a definitive closure merely to stop receiving current invoices. It should choose the route that matches its real activity and its intended return.<\/p>\n One Court of Cassation decision of 3 July 2008, no. 06-20.514<\/a> illustrates the other side of the rule. The Court dealt with a German professional company and a regulated activity, so it is not a universal decision on every business sector. It nevertheless recorded that the already constituted foreign company, represented by its manager, had created a French branch and \u201cavait le droit d’exercer son activit\u00e9 par l’interm\u00e9diaire d’une succursale\u201d. The lesson for an exit file is limited but useful: the legal subject remains the foreign company, while the branch is the French channel through which the activity was carried out. Closing that channel does not erase the parent\u2019s prior acts.<\/p>\n The key factual question is whether the French activity has stopped permanently. Article R123-227 of the French Commercial Code<\/a> states, in the current RNE framework, \u00ab Un \u00e9tablissement est indiqu\u00e9 comme ferm\u00e9 lors de la cessation d\u00e9finitive de l’activit\u00e9 de cet \u00e9tablissement. \u00bb The reference is to the establishment\u2019s activity, not to the dissolution of the foreign parent. The declaration should therefore be anchored to a defensible date: the last day on which the branch actually operated, or the date on which its activity was definitively stopped under the facts of the file. The date should not be chosen only because it is convenient for a board meeting.<\/p>\n For a branch with premises, \u201clast activity\u201d is rarely just the last invoice. The file should identify when the premises were vacated or the lease ended, when employees stopped working, when stock was sold or transferred, when the French bank mandate was closed, when the last customer order was delivered, and when the parent stopped presenting the French location as an operating establishment. A short period may remain for collecting receivables, returning goods, answering a regulator, or preserving documents. Those winding-down acts should be distinguished from taking new orders or continuing a normal commercial operation.<\/p>\n Do not declare the closure before the parent has reviewed insolvency. The INPI\u2019s closure guidance directs the applicant to check that the enterprise is not in a state of cessation des paiements, meaning that available cash is insufficient to pay due debts, and to regularise current legal obligations. That check is not cosmetic. If the branch has unpaid wages, tax arrears, rent, supplier invoices or a serious disputed debt and the parent cannot fund them, a simple closure filing may be the wrong response. The foreign company should take advice on the French insolvency rules and on the duties of the relevant management body before assets are moved or creditors are paid selectively.<\/p>\n A closure also does not end proceedings already started. A customer can still sue the foreign company; a former employee can still bring a claim; URSSAF can audit and recover contributions; and the SIE can assess tax for a period ending before the closure date. A closed establishment can therefore remain visible in historic registry extracts and in evidence used in litigation. The right goal is an accurate public record plus an organised winding-down file, not the disappearance of inconvenient history.<\/p>\n The employment risk is particularly concrete. In Cour de cassation, Criminal Chamber, 28 March 2017, no. 16-81.944<\/a>, published in the Bulletin, the Court upheld a conviction where a permanent secondary establishment had not been registered in time. The decision states that the establishment was \u201cun \u00e9tablissement permanent, distinct de l’\u00e9tablissement principal\u201d and held that ignoring the registration obligation could constitute dissimulation of activity under Article L8221-3 of the Labour Code. The full statutory provision is available at Article L8221-3 of the Labour Code<\/a>. The case concerns failure to register an opening, not a closure, but it shows why the foreign parent should make the registry record and the factual operation tell the same story.<\/p>\n The same caution applies to the declared establishment date. The opening rule in Article R123-41 of the French Commercial Code<\/a> uses a one-month-before-or-after period for a secondary registration through the single-window system. That rule is not a blanket deadline for every closure, but it confirms the importance of a timely, coherent registry filing. When the branch has already stopped, leaving an old active address and representative on the RNE can create notices, failed service, tax confusion and evidence that the French activity continued. When the branch still trades, declaring it closed can be even more dangerous.<\/p>\n Since the French formalities reform, the starting point is the Guichet unique operated through the INPI e-proc\u00e9dures platform. The INPI\u2019s official closure guide says that cessation, dissolution and radiation formalities are declared on the single window, that tax matters must be notified to the Direction g\u00e9n\u00e9rale des Finances publiques (DGFiP, the French public-finance administration), and that social matters must be communicated to URSSAF. The same guide asks the applicant to verify the financial position and to use an advanced electronic signature based on a qualified certificate for the relevant cessation formalities. A foreign director may therefore need a properly authorised French representative or an experienced mandataire (filing agent) able to complete the digital signing and follow-up.<\/p>\n For a branch, the filing should be built around the French establishment rather than a fictitious French subsidiary. Start with the branch\u2019s SIREN and SIRET numbers: the SIREN identifies the legal unit and the SIRET identifies a particular establishment. Confirm the RCS court, the RNE details, the French address, the branch\u2019s activity, the name of the permanent representative and the effective cessation date. The parent\u2019s legal name should match its home-country registry record exactly. If the foreign company has several French establishments, identify whether the filing closes only one site or the last French establishment; the answer may change the record that remains in France.<\/p>\n The parent should adopt a written resolution or board decision authorising the closure, even where French law does not prescribe a French shareholders\u2019 meeting for the branch itself. The resolution should state the French establishment concerned, the effective date, the person authorised to file, the authority to terminate or assign premises, and the authority to settle tax, employment, banking and creditor matters. Keep the signed resolution, proof of the signatory\u2019s power, and any power of attorney in the closure archive. If the signatory is not the parent\u2019s registered legal representative, the mandate should be specific enough to explain why that person can bind the foreign company for the French filing.<\/p>\n Foreign-company documentation is a frequent source of requests for regularisation. The Code of Commerce provisions for an EU or European Economic Area company require the listed corporate information and the place and number of the foreign public registration; Article R123-57<\/a> sets out that simplified information route for eligible forms. For a company outside the EU and EEA, Article R123-58<\/a> adds the applicable foreign law and, where the foreign law provides for it, the public-registry location and registration number. In practice, the file may also require a current certificate of incorporation or registry extract, a board resolution, identity documents, a mandate and French sworn translations. Apostille or legalisation requirements depend on the document, the issuing state and an applicable treaty; they should be checked for the actual country rather than assumed.<\/p>\n Premises evidence deserves separate attention. Article L123-11 of the French Commercial Code<\/a> requires a legal person registering in France to justify its use of the premises where the French agency, branch or representation is established when the registered office is abroad. The relevant phrase is \u201cl’agence, la succursale ou la repr\u00e9sentation \u00e9tablie sur le territoire fran\u00e7ais\u201d. For closure, retain the lease termination, handover document, domiciliation termination, transfer receipt or other proof explaining what happened to that location. If the address is a domiciliation company, obtain confirmation of the end date and preserve the correspondence. A registry correction request is easier to answer when the parent can show the address history.<\/p>\n On the INPI portal, select the modification or cessation workflow that matches the branch record and follow the pre-filled data carefully. Upload documents as readable PDFs, keep the formalities reference and download the summary before signing. The INPI expressly warns that validating a file is not the same as signing and finalising it. After payment, monitor the dashboard for an \u201cincomplete\u201d or \u201cirregularity\u201d notice. A request from the competent authority must be answered in the Guichet unique rather than by an informal email to a third party. Keep the submitted version, payment receipt, authority messages and final decision together.<\/p>\n Do not assume that a filing accepted technically has already closed every French account. The INPI guide says that, after the formalities, tax, social and accounting steps remain. The branch\u2019s Kbis, meaning the official extract evidencing its registration, may be updated after the competent authority validates the filing. The RNE and RCS record should then be checked for the correct status, date and address. If the parent still has a French tax registration because it carries out taxable activity without the branch premises, the tax position must be analysed separately. A registry closure is a fact to report, not a general exemption from French tax.<\/p>\n The tax exit has its own timetable. The current guidance from impots.gouv.fr<\/a>, updated on 17 August 2026, states that the final result declaration is generally due within 60 days of the cessation date for a business under a real tax regime. For VAT, the same official page states that a CA3 return under the normal regime is due within 30 days, while a CA12 under the simplified regime is due within 60 days. A branch\u2019s exact filing obligations depend on its French tax regime, accounting period, taxable transactions and whether the foreign company has other French activity. The finance team should confirm the correct form with the SIE rather than applying a deadline mechanically.<\/p>\n The final tax package should reconcile the branch ledger to the cessation date. It should include sales made before closing, credit notes, customer deposits, stock, fixed assets, accrued rent, employee costs, intercompany charges, foreign-exchange effects and any transfer of assets to the parent or another group entity. The parent should also document the treatment of open receivables and invoices received after the date. If a French permanent establishment has been reporting profits, the closure may require a final corporate-tax computation and supporting transfer-pricing evidence. A deregistered establishment is not a reason to discard its books; the parent should retain the records for the applicable statutory and tax periods.<\/p>\n CFE, the cotisation fonci\u00e8re des entreprises (business property contribution), needs a deliberate check. Article 1478 of the General Tax Code<\/a> provides that CFE is due for the year by the taxpayer carrying on the activity on 1 January, while also stating that a taxpayer ceasing all activity in an establishment is not liable for the remaining months, subject to the statutory exceptions for a sale or transfer of the activity. The tax administration explains that the business may need to request the reduction through the professional secure mailbox or by contacting the SIE. Keep evidence of the closure date and distinguish a genuine cessation from a transfer of the activity to another French establishment.<\/p>\n VAT registration is not the same thing as branch registration. If the foreign company remains liable for French VAT on transactions after the branch closes, it may still need a French VAT number, a tax representative in the relevant circumstances, or final returns covering post-closure adjustments. Review invoices issued after the closure, imported goods, reverse-charge services, credit notes and any VAT credit. A VAT refund claim made from abroad should be supported by the underlying invoices and bank details. The final declaration should not be omitted simply because the RCS record has been marked closed.<\/p>\n Payroll and URSSAF require a separate closure checklist. Pay all salary, paid-leave, expense and termination amounts according to the employment documents and mandatory French rules. Issue the required employment-end documents, transmit the final d\u00e9claration sociale nominative (DSN, the monthly social-data declaration), and complete the establishment\u2019s end-of-employment reporting. URSSAF\u2019s guidance states that an opening, closure or transfer of an establishment is reported through the single window and that employers must submit the DSN for the last employment periods and the end-of-employment declarations. Keep proof of the final payroll, social contributions, accident-at-work records, employee communications and any settlement agreement. A French employee may still challenge dismissal, unpaid wages or working conditions after the establishment is closed.<\/p>\n The decision of Cour de cassation, Social Chamber, 20 March 2013, no. 11-27.674<\/a> is a useful warning against treating the French site as a purely administrative address. The dispute concerned a secondary establishment and the territorial jurisdiction of the employment courts. The Court referred to the statutory concept of an establishment managed by a person able to bind the company, but it also stressed that the Code of Commerce definition could not automatically decide every jurisdiction question. The correct inference is practical: employees and representatives may have procedural rights connected with the real worksite, and a registry closure cannot contract those rights away. The employment analysis must be made from the actual work organisation, not just the Kbis.<\/p>\n Commercial premises should be closed through the contract, not merely through the registry. Check notice periods, break clauses, restoration obligations, rent and service-charge reconciliations, deposit recovery, insurance, utilities, security systems and the return of keys. If the lease is assigned, surrendered or replaced by a group company, record that transaction separately from the branch closure. Inform customers, suppliers, banks, insurers, platforms and public bodies of the new correspondence address. Update the parent\u2019s website, invoices and contracting templates so that the old French branch is not represented as authorised to sign new business.<\/p>\n Creditors remain the central risk. Prepare a schedule separating secured creditors, employees, tax and social bodies, landlords, suppliers, customers with advance payments, litigation counterparties and intercompany creditors. Confirm the amount, due date, supporting document and proposed payment route for each. The foreign parent should fund the French wind-down if the branch cannot pay its obligations. Do not distribute remaining cash or transfer valuable assets to the parent while leaving ordinary creditors unpaid. A branch\u2019s lack of separate personality generally makes the parent the relevant debtor for obligations incurred through the branch, subject to the contract, applicable conflict rules and the facts of the transaction.<\/p>\n If the French operation is unable to pay due debts, obtain advice before filing a routine cessation. The French procedure for a solvent exit is not a substitute for a collective insolvency proceeding. Depending on the facts, the parent may need to consider a declaration of cessation des paiements, a protective process, a restructuring route or another procedure available to a foreign company with French activity. The right answer depends on the centre of main interests, establishments, creditor location, treaties, group guarantees and the nature of the French operation. The practical point is simple: an INPI closure filing should follow the solvency decision, not be used to avoid it.<\/p>\n Finally, preserve evidence. Keep the parent resolution, powers, foreign registry documents, translations, INPI summary, payment receipt, regularisation messages, final Kbis or RNE evidence, tax returns, VAT returns, payroll records, lease documents, creditor schedule, bank closure confirmation and correspondence with the SIE and URSSAF. A foreign director may need those records years later to answer a tax audit, a customer claim, a former employee, a bank compliance question or a request for proof that the branch stopped on a particular day. \u201cClosed\u201d should mean that the public record, tax file, employment file, contracts and creditor ledger have been reconciled, not merely that the parent can no longer see the branch dashboard.<\/p>\n For a foreign company, closing a French branch is a coordinated exit. First classify the operation correctly: a branch closure is generally the closure of a French establishment, not the dissolution of the foreign parent. Then fix a factually defensible cessation date, verify solvency, authorise the filing, prepare the foreign-company and premises evidence, submit the correct INPI Guichet unique formalisation, and follow the file until the RCS and RNE records are accurate. In parallel, file the final corporate-tax and VAT returns, review CFE, close URSSAF and payroll obligations, terminate premises and services, settle customers and suppliers, and preserve the records.<\/p>\n The most common failure is to treat radiation as a release from liability. It is not. The parent remains responsible for obligations created by the French activity, and an employee, creditor, tax authority or contracting party may act after the branch has disappeared from the active register. A short written closure timetable, a complete evidence pack and a solvency review are usually more valuable than a rushed filing.<\/p>\n Read the firm\u2019s France business-law resources for foreign companies<\/a> before deciding whether the case is a simple establishment closure, a subsidiary liquidation, a transfer of activity or a French insolvency matter.<\/p>\n Need a quick opinion on your case<\/strong><\/p>\n We offer a telephone consultation within 48 hours with a lawyer from the firm. Call +33 6 46 60 58 22<\/a> or use the contact form<\/a> to discuss the branch\u2019s INPI filing, tax closure, employees, lease, creditors and cross-border authority documents.<\/p>\n","protected":false},"excerpt":{"rendered":" A practical legal guide for foreign companies closing a French branch: INPI deregistration, tax and VAT deadlines, payroll, leases, creditor protection and the parent company’s continuing liability.<\/p>\n","protected":false},"author":251031309,"featured_media":16300,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_kj_source_type":"","_kj_official_id":"","_kj_official_url":"","_kj_judilibre_id":"","_kj_jur":"","_kj_lieu":"","_kj_chambre":"","_kj_rg":"","_kj_date":"","activitypub_content_warning":"","activitypub_content_visibility":"","activitypub_max_image_attachments":4,"activitypub_interaction_policy_quote":"anyone","activitypub_status":"federated","footnotes":""},"categories":[80314,80313],"tags":[],"class_list":["post-2102712","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nB. When the branch must be closed and what date to declare<\/h3>\n
II. How to deregister, close tax and social files and protect creditors<\/h2>\n
A. How to file the INPI Guichet unique closure and prepare evidence<\/h3>\n
B. Which tax, VAT, payroll, lease and creditor steps remain after deregistration<\/h3>\n
Conclusion<\/h2>\n