{"id":2107393,"date":"2026-08-26T01:01:01","date_gmt":"2026-08-25T23:01:01","guid":{"rendered":"https:\/\/kohenavocats.fr\/2026\/08\/26\/french-company-invoice-before-kbis-foreign-founder\/"},"modified":"2026-08-26T01:01:01","modified_gmt":"2026-08-25T23:01:01","slug":"french-company-invoice-before-kbis-foreign-founder","status":"publish","type":"post","link":"https:\/\/kohenavocats.fr\/en\/2026\/08\/26\/french-company-invoice-before-kbis-foreign-founder\/","title":{"rendered":"Can a French Company Invoice Before Receiving Its Kbis? Rules for a Foreign Founder"},"content":{"rendered":"

A foreign founder may need to invoice a French customer while the company registration is still being processed. The practical difficulty is that the commercial project may already be ready to deliver, while the Kbis has not yet appeared. The Kbis is the official extract identifying an entity registered with the French commercial and companies register, the registre du commerce et des soci\u00e9t\u00e9s<\/em> (RCS). It is evidence of registration, not the event that creates the company\u2019s legal personality.<\/p>\n

The short answer is therefore conditional: a company in the process of being registered can issue an invoice, but the document must identify the company in formation correctly, must not invent a SIREN or SIRET number, and must preserve the chain that allows the company to take over the underlying commitment after registration. SIREN means the nine-digit identifier of the legal entity; SIRET means the fourteen-digit identifier of an establishment. A foreign founder who invoices personally, uses a future number as if it were already assigned, or presents the company as fully registered can create liability, accounting and VAT problems.<\/p>\n

This article separates the legal capacity to act from the invoice mechanics. It explains what to put on the invoice, how to document a pre-registration transaction, what changes after registration, and how a foreign founder can protect the customer\u2019s payment and VAT position. The analysis applies to a French SAS, a soci\u00e9t\u00e9 par actions simplifi\u00e9e, and to a SARL, a soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, subject to the rules applicable to the chosen form and the actual transaction.<\/p>\n

I. Can a French company invoice while its Kbis is still pending?<\/h2>\n

A. The company exists as a project before registration, but acquires legal personality on registration<\/h3>\n

The first distinction is between the company contract, the business activity and the legal person. The founders may have signed the articles of association, deposited capital, appointed the president or manager, leased premises, ordered equipment and negotiated a customer contract. Those steps show that the company is being formed. They do not, by themselves, give the company the legal personality of a registered French company.<\/p>\n

Article 1842 of the French Civil Code<\/a> states that companies covered by the provision \u201cjouissent de la personnalit\u00e9 morale \u00e0 compter de leur immatriculation\u201d. In English, the legal person begins to enjoy legal personality from registration. Article L. 210-6 of the French Commercial Code<\/a> expresses the same rule for commercial companies: \u201cLes soci\u00e9t\u00e9s commerciales jouissent de la personnalit\u00e9 morale \u00e0 dater de leur immatriculation au registre du commerce et des soci\u00e9t\u00e9s.\u201d The date to monitor is the effective registration date, not the date on which the Kbis PDF is downloaded or mailed.<\/p>\n

That rule does not mean that the project must remain commercially inactive until the Kbis is received. French company law anticipates a formation period during which people act for the future company. Article 1843 of the Civil Code<\/a> provides that \u201cLes personnes qui ont agi au nom d’une soci\u00e9t\u00e9 en formation\u201d remain liable for the obligations created before registration, while the regularly registered company may take over those commitments. The result is a bridge: the transaction can be prepared and performed, but the founder or other signatory carries the interim risk until a valid takeover occurs.<\/p>\n

For a foreign founder, this distinction matters because a client, bank, platform or public purchaser may ask for a Kbis as a compliance document. The absence of a Kbis can justify a request for additional evidence, but it does not automatically prove that no invoice can be issued. The customer should receive a transparent explanation that registration is pending, together with the filing evidence, the expected legal form, the registered office address and the precise identity of the person signing for the company in formation.<\/p>\n

The Kbis itself should not be confused with the RNE, the Registre national des entreprises<\/em>, which is the national register operated by the French National Institute of Industrial Property, or INPI. The INPI explanation of the Guichet unique and the RNE<\/a> confirms that the single business-formality portal feeds the RNE and that the register is updated on the basis of declarations controlled by the competent bodies, including INSEE, the commercial court registries and the tax authorities. A founder can therefore be in a real registration process even though the final RCS extract is not yet available.<\/p>\n

There are three dates to record in the file. First, the date on which the act or service contract is signed. Second, the date on which the service is delivered or the goods are supplied, because that date influences the invoice obligation and VAT analysis. Third, the date on which the company is registered. A fourth date may be the date on which the Kbis is downloaded. The fourth date is evidential and practical; it does not replace the third date.<\/p>\n

The legal characterization of the document also matters. A quote, purchase order, deposit request or pro forma invoice is not identical to a final invoice. A foreign customer may accept a payment request while the French registration is pending, but the accounting records must state what the document is. Calling a pro forma document an invoice can create confusion about VAT exigibility, payment terms and the date of supply. Conversely, postponing a proper invoice after a completed service can create a separate invoicing breach.<\/p>\n

French commercial law starts from the existence of a billing obligation. Article L. 441-9 of the Commercial Code<\/a> states that \u201cTout achat de produits ou toute prestation de service pour une activit\u00e9 professionnelle fait l’objet d’une facturation.\u201d The rule is not suspended simply because a founder is waiting for an administrative extract. The question becomes how the invoice identifies the person or entity responsible, and whether the transaction is made for the company in formation or by the founder in another capacity.<\/p>\n

The safest operational answer is thus: yes, invoice when the transaction requires an invoice, but issue it in the name of the intended French company followed by an express formation-status indication, and preserve a valid mechanism for takeover. If the customer\u2019s procurement rules require a Kbis before payment, the commercial solution may be to use a deposit, a contract conditional on registration, or a temporary invoice arrangement reviewed by counsel. That is a contractual constraint, not automatically a rule that the invoice is void.<\/p>\n

B. The invoice must identify the company in formation and the person who bears interim liability<\/h3>\n

The invoice should not be written as though the company already had an assigned registration number. Do not create a plausible-looking SIREN, SIRET or French VAT number. Numbers are not placeholders that can be guessed. A false number can misdirect the customer\u2019s verification, disrupt VAT reporting and make a later correction look like an attempt to conceal the true status of the supplier.<\/p>\n

Use the proposed corporate name, the intended legal form, the registered-office address or proposed registered-office address, the words \u201ccompany in formation\u201d in English and, where the French wording is useful for a French recipient, \u201csoci\u00e9t\u00e9 en formation\u201d. State that the company is being registered through the Guichet unique. Identify the founder or authorised signatory and make the legal relationship explicit. A practical line can read: \u201cIssued for [proposed company name], SAS in formation, acting through [signatory], registration pending.\u201d The document should also state \u201cSIRET en cours d’attribution\u201d where appropriate, rather than inserting a number that has not been assigned.<\/p>\n

This wording is consistent with the current Service Public Entreprendre guidance on mandatory invoice information<\/a>. It says that, where the enterprise is being registered, the invoice must be made out to the company with the wording \u201cSiret en cours d’attribution\u201d, rather than to the creator, otherwise the customer\u2019s VAT deduction may be rejected. The English explanation is straightforward: the intended company is the commercial supplier shown on the document, but the document tells the reader that the establishment identifier is not yet allocated.<\/p>\n

The signatory should not write \u201cthe company, represented by its president\u201d if the company has not yet been registered and the appointment has not become effective in relation to a legal person. A safer signature block identifies the individual and the capacity in which the individual acts: \u201c[Name], acting on behalf of [proposed company name], a company in formation.\u201d The contract and invoice should use the same formulation. Inconsistency between a contract signed personally, an invoice signed by a company and a purchase order addressed to a third entity is one of the clearest ways to create a dispute.<\/p>\n

Pre-registration acts should be placed in the formation file. The file should contain the signed order or contract, a short description of the business purpose, the incorporation documents, the filing receipt, the customer\u2019s acceptance, delivery evidence, the invoice, proof of payment and the post-registration takeover decision. If the founder paid a supplier personally, keep the payment proof and record whether the company will reimburse the founder as a formation expense. If the customer paid the founder rather than the company, record the reason and the accounting treatment; do not silently re-label a personal receipt as a corporate receipt.<\/p>\n

The takeover mechanism is different from a mere promise to ratify. Article R. 210-5 of the Commercial Code<\/a> applies to a SARL and provides that the list of acts performed for the company in formation is presented before the articles are signed. \u201cCet \u00e9tat est annex\u00e9 aux statuts\u201d, and the signature of the articles can trigger takeover once the company is registered. The same article also allows a sufficiently precise mandate in the articles or a separate act.<\/p>\n

For a SAS, Article R. 210-6 of the Commercial Code<\/a> provides a similar route. The list of acts is made available to the shareholders and can be annexed to the articles; the mandate must identify the commitments and their conditions. The provision says that registration \u201cemporte reprise de ces engagements par la soci\u00e9t\u00e9\u201d when the statutory conditions are met. A foreign founder should therefore prepare a schedule of pre-registration acts with the counterparty, date, amount, purpose, signatory and expected accounting treatment.<\/p>\n

These formal routes are especially useful for recurring invoices. A founder who expects to invoice several customers before registration should not create each document in isolation. The formation documents can list the relevant contracts or authorise a defined category of engagement, with ceilings and a clear business purpose. An overly broad authorisation is harder to explain to a customer, a bank, an auditor or the tax administration than a precise schedule.<\/p>\n

The wording of the underlying contract remains critical. In Commercial Chamber decision no. 22-12.865 of 29 November 2023<\/a>, published in the Bulletin, the Cour de cassation examined acts entered into \u201cau nom\u201d or \u201cpour le compte\u201d of a company in formation. It held that, even where the document lacks an express formula, the judge may examine the intrinsic and extrinsic circumstances to determine the parties\u2019 common intention. This is a useful safety net, not a drafting strategy. The same decision explains that the signatory may remain personally bound where the company does not take over the commitment.<\/p>\n

The practical drafting rule is therefore stronger than the minimum litigation rule. Put \u201con behalf of\u201d or \u201cfor the account of\u201d the company in formation directly on the contract, purchase order and invoice. Add the proposed legal form and the registration-pending statement. If a foreign parent or overseas founder is funding the French project, state whether the parent is only financing the start-up costs, is a contractual party, or is acting as guarantor. Those roles are legally different and should not be collapsed into one generic \u201cgroup\u201d label.<\/p>\n

II. What should a foreign founder put on the invoice before and after registration?<\/h2>\n

A. The invoice needs complete corporate, commercial and VAT information even before the Kbis arrives<\/h3>\n

An invoice issued during the registration period should be prepared to survive three reviews: the customer\u2019s supplier-onboarding review, the French accounting and tax review, and a later dispute over who delivered the service. The absence of a Kbis does not excuse missing information that can already be supplied. Use the intended company name, legal form, capital information if already fixed, address, signatory identity and the formation status. Distinguish the billing address from the registered office if they differ.<\/p>\n

The invoice sequence must be controlled. Use a unique chronological invoice number that can be reconciled with later invoices. Do not restart the sequence at registration unless the accounting system has documented why. The invoice date, service or delivery date, payment due date, bank details, currency and late-payment terms should be clear. For a foreign customer, indicate the governing currency and whether the customer is paying a deposit, an instalment or the balance. The description should identify the service or goods sufficiently for the customer and tax administration to understand what was delivered.<\/p>\n

The seller block can follow a compact format:<\/p>\n