A French company that has delivered goods or completed services for a customer abroad should not treat a late invoice as an ordinary collection reminder. The unpaid amount may involve a disputed contract, a jurisdiction clause hidden in general terms, a foreign address that is no longer reliable, currency conversion, VAT evidence, and enforcement in a country where the company has never litigated. The first legal decision is therefore not simply whether to send another email. It is how to preserve proof, identify the correct debtor, and choose a recovery route that can ultimately reach assets.<\/p>\n
This guide addresses a business-to-business invoice owed to a French company by a foreign customer. It distinguishes a customer established in another European Union Member State from a customer in a third country. It also separates French payment rules from the rules that determine the competent court and the law governing the contract. The French terms used below are explained for foreign founders and managers: a Kbis<\/em> is an official extract identifying a registered business, the greffe<\/em> is the court registry, and a mise en demeure<\/em> is a formal notice to perform or pay.<\/p>\n The practical objective is a documented escalation: verify the debt, send a legally useful formal notice, preserve the option of an urgent protective measure where justified, and select between French proceedings, a European order for payment, or proceedings in the customer\u2019s country. A payment promise may be accepted during that process, but it should be recorded without waiving accrued interest, recovery costs, jurisdiction rights, or security.<\/p>\n The analysis is general information, not a substitute for reviewing the signed agreement, the invoice history, the customer\u2019s corporate status, and the enforcement country. Rates, forms, court addresses and cross-border service rules must be checked again when the demand is filed.<\/p>\n Short answer.<\/strong> Freeze the evidence and check the customer\u2019s exact legal identity first. Then calculate the contractual and statutory amounts, send a formal notice that identifies the invoice and the legal basis for payment, and assess the forum clause before filing. If the debtor is in an EU Member State other than Denmark and the claim is a clear cross-border monetary claim, the European order for payment can be efficient. If the claim is disputed, the clause is uncertain, or enforcement is outside the EU, ordinary proceedings and an enforcement plan may be safer.<\/p>\n<\/div>\n The creditor should begin with an identity audit, not a template demand. Record the French company\u2019s exact registered name, legal form, registration number, registered office, bank details and signatory authority. Keep the company\u2019s current Kbis<\/em> extract, or its equivalent information from the Registre national des entreprises<\/em> (RNE, the French national register of businesses), available through the official INPI business-data service<\/a>. INPI is the French National Institute of Industrial Property and operates the business formalities one-stop shop. The customer\u2019s name must be checked against its own corporate register, not copied from an email signature.<\/p>\n That check matters when a group trades through several entities. A parent company may have negotiated the project while a subsidiary received the invoice. A branch may have placed the order without having separate legal personality. A distributor may have accepted delivery but deny being the contractual buyer. Note the registered address, company number, directors, branch details, insolvency notices and any recent change of address. The French BODACC<\/em>, the official bulletin for civil and commercial announcements, can be searched for French insolvency and corporate notices at bodacc.fr<\/a>. A foreign register or an official insolvency register should be preserved as a dated PDF or certified extract.<\/p>\n Next, assemble the contractual chain in chronological order. It should include the quotation, purchase order, master services agreement, statement of work, signed general terms, order confirmation, amendments, acceptance emails, delivery notes, timesheets, certificates, technical reports and every invoice. If the contract was formed by email or an online platform, export the messages with their headers and preserve the platform record showing the person who clicked, approved or accepted. Do not rely on a screenshot alone when the original export, audit trail or server record can be obtained.<\/p>\n The invoice must be linked to an identifiable obligation. Show the invoice number, date, currency, net amount, VAT treatment, total amount, payment account, contractual due date, interest clause, recovery-cost clause and any purchase-order reference. If several invoices exist, prepare a ledger showing the amount invoiced, credits, partial payments, credit notes, disputed lines, interest and remaining balance. A court should be able to reproduce the total from the documents without asking the creditor to reconstruct it verbally.<\/p>\n For commercial transactions, French law accepts a broad evidential approach. Article L. 110-3 of the French Commercial Code<\/a> states: Delivery or performance evidence deserves special attention in an international file. For goods, keep the transport order, carrier tracking, signed delivery receipt, warehouse record, customs document and any complaint deadline. For services, keep the deliverables, access logs, meeting minutes, approval emails, reports, deployment records and evidence that the customer used the result. A customer\u2019s silence is not automatically acceptance in every legal context, but an absence of timely reservations combined with use, payment of earlier invoices and repeated renewals may be relevant evidence.<\/p>\n Separate a genuine dispute from a payment excuse. Ask the customer to identify each allegedly defective item, the contractual clause relied on, the date of the complaint, the requested correction and the portion of the invoice said to be affected. Record whether the customer disputes liability, quantum, delivery, quality, set-off, VAT, currency, authority of the signatory or the identity of the contracting entity. A court or mediator will treat a quantified and documented dispute differently from a general statement that \u201cthe invoice is being reviewed.\u201d<\/p>\n Currency must be fixed before the claim is calculated. State whether the contract requires payment in euros, pounds, dollars or another currency, and identify the exchange-rate date if conversion is necessary. Do not add an exchange loss to the principal without a contractual or legal basis. Attach the calculation used, the source of the exchange rate and the date at which the conversion was made. If the customer made a partial payment in another currency, show how it was allocated between principal, interest and costs.<\/p>\n VAT must also be treated as a legal and accounting question, not as a late-payment surcharge. Confirm whether the customer is a business, where it is established, where the service is supplied, whether goods crossed a border, and whether the invoice was issued with French VAT, reverse charge wording or an exemption. Keep the customer\u2019s VAT number and the evidence used to validate it. The French tax administration\u2019s professional portal<\/a> should be used with the company\u2019s accountant to verify the applicable reporting position. An invoice can remain due even when the parties later disagree about VAT, but the tax treatment should not be used to disguise an uncertain principal claim.<\/p>\n Check limitation before sending a demand or commencing proceedings. For commercial obligations, Article L. 110-4 of the French Commercial Code<\/a> provides a five-year limitation period unless a shorter special period applies. The starting point, interruption rules, acknowledgement of debt, settlement discussions and applicable foreign limitation law may change the calculation. Put the relevant dates in a calendar: contract formation, delivery, invoice issue, due date, complaint, acknowledgement, part-payment, formal notice and planned filing.<\/p>\n Use the customer\u2019s response as evidence, but do not make the recovery dependent on a phone call. A call can preserve a relationship and reveal whether cash is available, yet a promise made orally may be difficult to prove. After each call, send a neutral confirmation email recording the agreed facts, the amount acknowledged, the promised payment date and any reservation. If the customer will sign a repayment plan, identify the debtor entity, instalments, default consequences, security, governing law and forum. A plan signed by a parent company may be valuable, but only if the parent has clearly undertaken an obligation rather than merely expressing support.<\/p>\n A useful evidence pack contains the following items:<\/p>\n Finally, preserve the material in a way that can survive a change of personnel or a hostile customer response. Store the original files, their metadata, a read-only copy and a hash or audit record when appropriate. Keep translations separate from originals and label who translated each document. Never edit the only copy of an invoice, delivery receipt or email chain. The strongest recovery file is one in which the facts, amount, contractual route and enforcement target can be understood in a single review.<\/p>\n Three questions must be kept separate. First, what did the parties promise? Second, which law interprets and remedies that promise? Third, which court may decide the dispute and where can the resulting decision be enforced? A French company may have a claim governed by French law, a court clause choosing another EU Member State, and assets located in a third country. Or the contract may be silent, leaving several possible forums. A French invoice alone does not answer all three questions.<\/p>\n Start with the contract. Under Article 1103 of the French Civil Code<\/a>, For a customer domiciled in an EU Member State, examine the Brussels I bis Regulation. Its Article 25<\/a> recognises an agreement selecting a court of a Member State for disputes connected with a particular legal relationship, subject to its conditions of validity. It also accepts a durable electronic record: French case law shows why the formation and presentation of a jurisdiction clause matter. In Commercial Chamber, 17 February 2010, appeal no. 08-12.749<\/a>, the Court of cassation accepted that, on the facts described, In Commercial Chamber, 20 November 2019, appeal no. 18-21.854<\/a>, the Court stated that In Commercial Chamber, 24 November 2015, appeal no. 14-14.924<\/a>, the Court rejected an attempt to establish a German forum from a small \u201cGerichtstand M\u00fcnchen\u201d reference printed on invoices where the clause had not been shown to have been brought to the distributor\u2019s attention at the time of the order. This case is a practical reminder: the creditor should exhibit the terms supplied at the moment of contract formation and the customer\u2019s acceptance, not rely only on the invoice on which the dispute later appears.<\/p>\n The international element itself should also be documented. In Commercial Chamber, 23 September 2014, appeal no. 12-26.585<\/a>, the Court held that when parties are domiciled in different Member States, If no valid court clause exists, possible EU forums can include the court of the customer\u2019s domicile and, for contractual matters, the court connected with the place where the goods were delivered or the services were provided under the contract. The exact connection depends on the type of obligation and the drafting. For a mixed project, identify the characteristic obligation, the contractual delivery point and the place of actual performance before filing. Filing in France because the creditor is French may create a jurisdiction challenge and delay the recovery.<\/p>\n The subject-matter jurisdiction of a French commercial court is a separate issue. Article L. 721-3 of the French Commercial Code<\/a> begins: For a customer outside the EU, a French forum may result from a valid jurisdiction clause, the contract\u2019s performance in France, a French branch or another recognised connection. The customer\u2019s country may also claim jurisdiction. Research the law of that country before choosing a French judgment that might later be difficult to recognise. Determine whether that country applies a treaty, the Hague Choice of Court Convention, bilateral rules, or its own recognition test. The enforcement destination can be more important than the location where the invoice was issued.<\/p>\n Arbitration deserves an early check. A clause may send the dispute to institutional or ad hoc arbitration, specify a seat, determine the language and define emergency measures. Court proceedings filed in breach of a valid arbitration agreement can be challenged. Conversely, a vague reference to \u201carbitration if necessary\u201d may not create a usable mechanism. Identify the institution, seat, rules, number of arbitrators, language and interim-relief options before sending a demand that inadvertently waives a position.<\/p>\n Service of documents is another decision point. A foreign company may have several offices, a registered agent or a branch. Service at an obsolete address can undermine the judgment. For an EU debtor, the applicable European service framework and the receiving state\u2019s language rules must be checked. For a third-country debtor, a Hague Convention channel or local procedure may apply. Obtain the correct registered address from an official source close to service, and budget for translation and a local process server or commissaire de justice<\/em>.<\/p>\n The creditor should map assets before selecting a forum. The customer may have a bank account, receivables from its own clients, stock, equipment, a French branch, intellectual property or a parent-company guarantee. A judgment in the right country is useful only if it can be recognised and executed against assets. Do not assume that a parent company owns the subsidiary\u2019s assets or that a director is personally liable for a corporate invoice. Personal liability requires its own legal basis and evidence.<\/p>\nI. What must a French company establish before pursuing a foreign customer?<\/h2>\n
A. How should the company prove the contract, delivery and amount due?<\/h3>\n
A l’\u00e9gard des commer\u00e7ants, les actes de commerce peuvent se prouver par tous moyens<\/q>. That does not eliminate the need for reliable records. It means that a coherent set of orders, emails, delivery data, accounting entries and conduct may establish the transaction when no single document contains every term. A creditor should therefore retain both the written contract and the commercial behaviour that shows performance and acceptance.<\/p>\n
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B. Which law, court and cross-border route govern the claim?<\/h3>\n
Les contrats l\u00e9galement form\u00e9s tiennent lieu de loi \u00e0 ceux qui les ont faits.<\/q> Read the signed version, the order terms and the terms linked through the customer portal. A governing-law clause is not the same as a jurisdiction clause. \u201cFrench law applies\u201d may leave the court question open. \u201cThe courts of Paris have exclusive jurisdiction\u201d may select a forum without deciding every substantive issue.<\/p>\n
Any communication by electronic means which provides a durable record of the agreement shall be equivalent to \u2018writing\u2019.<\/q> Save the actual click-through or email evidence showing that the clause was available and accepted, not merely a later copy of terms printed on an invoice.<\/p>\n
la clause \u00e9tait opposable aux deux soci\u00e9t\u00e9s et que le tribunal de commerce<\/a> de Paris \u00e9tait comp\u00e9tent<\/q>, after considering the established relationship, the communicated conditions and repeated invoices. This is not a licence to place a new clause silently on a first invoice; it is a warning to preserve the whole history of contracting and performance.<\/p>\n
le paiement r\u00e9it\u00e9r\u00e9 de factures au dos desquelles la clause de prorogation de comp\u00e9tence est imprim\u00e9e peut d\u00e9montrer son acceptation<\/q> in the circumstances of an established commercial relationship. The decision should be used carefully. Repeated dealings, clear reference to available terms and actual conduct are different from a unilateral clause added after the customer has already placed an order.<\/p>\n
ce seul \u00e9l\u00e9ment d’extran\u00e9it\u00e9 suffit \u00e0 \u00e9tablir le caract\u00e8re international du contrat<\/q> for the rule then examined. The current Brussels I bis analysis still requires a careful match between the parties, the legal relationship, the selected court and the applicable jurisdiction rule; the case number is useful authority, not a substitute for that analysis.<\/p>\n
Les tribunaux de commerce connaissent :<\/q> It then covers, among other matters, disputes between merchants, disputes concerning commercial companies and commercial acts between persons. That provision helps identify the French court category, but international jurisdiction, territorial venue, arbitration and consumer protections must still be checked.<\/p>\n