Do you need to live in France to create a French company? In most ordinary commercial projects, no. French company law separates the place where the founder lives from the existence of the company, its registered office, its directors and the immigration rules that may apply to a person who comes to France to work. A founder living in London, New York, Dubai, Singapore or another country may therefore hold shares in a French company and organise its incorporation from abroad. The file becomes more demanding when that founder also wants to act as president of a SAS, manager of a SARL, employee, or person physically carrying on the business in France.<\/p>\n
The practical issue is not simply whether a foreign passport is accepted. The applicant must show a real French registered office, identify the beneficial owners, provide usable foreign corporate documents, lodge the capital evidence and file a coherent application through the INPI Guichet unique, the one-stop electronic portal for business formalities. The Kbis, meaning the official extract from the French Trade and Companies Register (RCS, Registre du commerce et des soci\u00e9t\u00e9s<\/em>), is obtained only after the registration process has been accepted.<\/p>\n This guide addresses the company-law route for a foreign founder who remains abroad. It distinguishes shareholder status, management office, registered office, tax residence and immigration status. It also explains why contracts signed before registration can remain a personal liability problem, even when the founder expected the new company to take them over. The legal references and recent decisions cited below were checked against official L\u00e9gifrance and Cour de cassation material during this run. The separate question of an individual moving to France belongs to an immigration-focused review and must not be confused with the corporate filing itself.<\/p>\n French company law does not make the founder\u2019s French residence a general condition of incorporation. The decisive questions are the legal form, the proposed activity, the company\u2019s registered office and the identity and powers of its officers. Article L. 210-2 of the French Commercial Code provides that \u201cLa forme, la dur\u00e9e, la d\u00e9nomination sociale, le si\u00e8ge social, l’objet social et le montant du capital social sont d\u00e9termin\u00e9s par les statuts de la soci\u00e9t\u00e9<\/em>.\u201d In other words, the articles of association must organise the company; they do not turn the founder\u2019s foreign address into a legal obstacle.<\/p>\n A foreign individual may subscribe for shares or shares in a simplified joint-stock company, known as a SAS (soci\u00e9t\u00e9 par actions simplifi\u00e9e<\/em>), or in a limited liability company, known as a SARL (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e<\/em>). For a single-shareholder SAS, the company is called a SASU (soci\u00e9t\u00e9 par actions simplifi\u00e9e unipersonnelle<\/em>). Article L. 227-1 of the Commercial Code states that \u201cUne soci\u00e9t\u00e9 par actions simplifi\u00e9e peut \u00eatre institu\u00e9e par une ou plusieurs personnes<\/em>.\u201d That wording focuses on the number of persons and their contributions, not on their place of residence. The shareholder can therefore remain outside France, appoint a suitable officer and exercise shareholder rights remotely, subject to the articles and the applicable signing formalities.<\/p>\n The same distinction matters in a SARL. Article L. 223-18 of the Commercial Code states that \u201cLa soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e est g\u00e9r\u00e9e par une ou plusieurs personnes physiques<\/em>.\u201d A SARL manager must be a natural person, but that rule does not itself say that the manager must be French or resident in France. The legal analysis therefore has two layers: first, whether the person satisfies the corporate-law conditions for the office; second, whether the person may enter France or carry out a professional activity there under immigration, social-security and tax rules.<\/p>\n Nationality and residence can still affect the file in indirect ways. A non-European shareholder may need a reliable identification document, a French translation or a document whose authenticity can be checked. A company shareholder will need evidence of its existence and the authority of its representative. A regulated activity may require a professional qualification, authorisation or a resident operational contact. A bank will also apply its own customer-identification and source-of-funds controls. None of those checks should be described as a blanket rule that a non-resident cannot create a French company.<\/p>\n The question \u201ccan I create a company from abroad?\u201d should therefore be reformulated into four checks. Founders who need the wider French company-formation framework can also consult the firm\u2019s French company formation and corporate-law overview<\/a> before selecting the cross-border route:<\/p>\n That four-part check avoids a common error: treating a French company as if it were the founder\u2019s personal immigration vehicle. The company may be incorporated by a non-resident while the founder remains abroad, but the incorporation does not by itself authorise the founder to live or work in France. Conversely, a person may have a right to reside in France without that fact automatically proving that the company\u2019s registered office, management or tax position is correctly organised.<\/p>\n A foreign corporate shareholder should also distinguish a French subsidiary from a French establishment of the parent. A subsidiary is a new French legal person with its own articles, capital, accounts and Kbis. A branch is an establishment of the foreign parent and does not create the same separation of assets and liabilities. A liaison office is limited to preparatory or non-commercial activities and is not a substitute for a trading subsidiary where orders, invoices and contracts are actually performed in France. The choice must follow the business reality, not merely the founder\u2019s wish to file quickly.<\/p>\n The current registration architecture reinforces this point. Article L. 123-36 of the Commercial Code provides for a national register of enterprises, the RNE (Registre national des entreprises<\/em>), and expressly includes foreign enterprises without a permanent establishment among the entities that may be registered for the activities covered by the text. The official Article L. 123-36 of the Commercial Code<\/a> must be read with the particular registration route for the French company or establishment being created. The RNE is an information and registration system; it does not eliminate the separate RCS extract used to evidence a commercial company\u2019s registration.<\/p>\n The director question is more sensitive because a director is not merely an investor. In a SAS, the president represents the company toward third parties. Article L. 227-6 of the Commercial Code states that \u201cLa soci\u00e9t\u00e9 est repr\u00e9sent\u00e9e \u00e0 l’\u00e9gard des tiers par un pr\u00e9sident d\u00e9sign\u00e9 dans les conditions pr\u00e9vues par les statuts<\/em>.\u201d The same provision gives the president extensive powers within the corporate purpose and warns that statutory limits on those powers may be ineffective against third parties. A foreign founder who becomes president must therefore understand the signature, banking, contract and litigation consequences of that appointment.<\/p>\n In a SARL, the manager has a comparable external role. Article L. 223-18 provides that, toward third parties, the manager has the broadest powers to act for the company, subject to powers expressly reserved to the shareholders. The official text of Article L. 223-18<\/a> also confirms that a manager may be chosen outside the shareholder group. That is useful for a foreign-owned company: the shareholders may remain overseas while a nominated individual manages the French vehicle. But a nominee arrangement must be genuine and documented; a person who signs only for appearance while another person directs the business may create evidence, tax and liability problems.<\/p>\n For a SAS, the articles should specify how the president is appointed and replaced, the powers of any director general, the reserved shareholder decisions and the permitted methods of consultation. Article L. 227-9 now provides that the articles determine the decisions to be taken collectively by the shareholders and the forms and conditions of those decisions. The current Article L. 227-9<\/a> also requires decisions of a single-shareholder company to be recorded in a register. A foreign shareholder can sign remotely, but the file must preserve the version of the document, the identity of the signatory, the authority under which the signatory acted and the date on which the decision was made.<\/p>\n For a SARL, written consultations and meetings are subject to the statutory and legal majority rules. Article L. 223-29 provides that decisions are adopted by one or more shareholders holding more than half of the shares at the relevant stage, with a second consultation mechanism unless the articles provide otherwise. The official Article L. 223-29<\/a> states that a decision taken in breach of the provision may be annulled at the request of an interested person. A foreign shareholder should not assume that an email approval is enough; the articles, notice, quorum, majority, signature and record must fit together.<\/p>\n Immigration status must be analysed separately. A non-European person who stays outside France and invests in or holds a corporate office is not in the same situation as a person who relocates to France and performs day-to-day work there. Residence permits, the right to work, the nature of the mandate, remuneration, social-security affiliation and any applicable bilateral treaty may all change the result. The company\u2019s Kbis is not a residence permit. The founder\u2019s foreign address is not proof of a French work authorisation. If the founder will travel regularly, sign as an active executive or perform operational work in France, the intended activity and duration should be reviewed before the appointment is filed.<\/p>\n The same caution<\/a> applies to tax residence. A French subsidiary normally has its own French tax and accounting obligations, while the founder\u2019s personal tax residence is determined by the relevant domestic rules and tax treaty. A foreign parent\u2019s management activity in France may raise permanent-establishment questions. A French subsidiary managed from abroad may still have French corporate obligations, employees, VAT operations, bank controls and records. The incorporation decision should be documented separately from any conclusion about the founder\u2019s personal tax residence or the tax residence of a foreign parent.<\/p>\n As a practical drafting matter, the appointment instrument should record the director\u2019s full identity, foreign address, nationality where the form asks for it, acceptance of office, date of appointment and powers. The articles and the filing should tell the same story. If the foreign founder is president of a SAS, the bank mandate, customer contracts, corporate resolutions and beneficial-owner declaration should not identify another person as the real decision-maker without a clear legal explanation. Inconsistency is often more damaging than the foreign address itself.<\/p>\n A French company must have a French registered office. The registered office is the address at which the legal person is domiciled and to which official correspondence is directed. Article L. 123-11 of the Commercial Code requires any legal person applying for registration to justify that it has the use of the premises where it installs its registered office. The official Article L. 123-11<\/a> uses the words \u201cToute personne morale demandant son immatriculation … doit justifier de la jouissance du ou des locaux<\/em>.\u201d For a non-resident founder, this is usually the first practical obstacle: a foreign home address is not a French registered office.<\/p>\n The address may be a dedicated business premises, an authorised domiciliation company or, in the circumstances allowed by law, the home of the French legal representative. Article L. 123-11-1 permits a legal person to install its registered office at the home of its legal representative, subject to statutory and contractual limits. The official text of Article L. 123-11-1<\/a> begins: \u201cToute personne morale est autoris\u00e9e \u00e0 installer son si\u00e8ge au domicile de son repr\u00e9sentant l\u00e9gal<\/em>.\u201d That route cannot turn an overseas residence into a French address. If the president or manager lives abroad, the company generally needs another French solution.<\/p>\n The service-public administration describes domiciliation as mandatory before registration and explains that the registered office determines the company\u2019s relationship with local courts and administrations. Its current guidance on domiciling a company and its activity<\/a> is useful for distinguishing a registered office from the place where the business is physically operated. A domiciliation contract should be kept with the corporate records, and its exact legal name, address, duration and services should match the information entered in the filing. A vague \u201cvirtual office\u201d invoice, an address that cannot receive mail, or a contract signed by a person without authority can generate a request for correction or a refusal.<\/p>\n The articles should include the registered office before the incorporation file is submitted. Article L. 210-2 links the registered office to the articles, and a later change of address is a separate modification formalit\u00e9. Use an address that can receive letters from the greffe, the registry office of the competent commercial court, from the Direction g\u00e9n\u00e9rale des finances publiques (DGFiP, the French public finance administration), from the URSSAF (the organisation that collects social-security contributions) and from banks or payment providers. The address should also be capable of receiving a formal notice or a document requiring a response within a short period.<\/p>\n The second preparation stream concerns the foreign founder\u2019s documents. The usual file is built around:<\/p>\n The exact supporting documents depend on the form and the origin of the document. A registry extract from the United States, United Kingdom, Switzerland, the United Arab Emirates or another country may need a recent issue date, a sworn French translation, an apostille or legalisation, depending on the issuing country and the document\u2019s use. The applicant should not translate a corporate name inconsistently across the articles, capital certificate, shareholder list and beneficial-owner declaration. A single spelling error in a passport number, date of birth, foreign company number or address can cause a request for correction.<\/p>\n Article R. 123-103 of the Commercial Code requires constitutive acts to be deposited no later than the registration application. It refers, among other documents, to the articles, appointment documents and, for a company issuing shares, the deposit certificate and list of subscribers. The official Article R. 123-103<\/a> should be read alongside the rules applicable to the particular foreign entity. For a foreign legal person or a document governed by a non-European system, the relevant filing rules can require a translated and certified copy. The official L\u00e9gifrance section covering Articles R. 123-103 and R. 123-104<\/a> is the correct starting point for that document analysis.<\/p>\n The third stream is the electronic filing. Article L. 123-33 requires a business to file one electronic dossier with the designated one-stop body for creation, changes and cessation, subject to exceptions for regulated activities. The law refers to \u201cun seul dossier<\/em>\u201d and to electronic filing with the designated single organisation. The official Article L. 123-33<\/a> should be considered with the INPI\u2019s current explanation of the Guichet unique and the RNE<\/a>. The portal centralises the filing, but it does not replace the underlying legal review of the articles or supporting documents.<\/p>\n For a foreign founder, the portal stage should be prepared with the person who will actually submit and monitor the file. An authorised representative may upload documents, but the mandate and identity should be traceable. The applicant should preserve the filing receipt, the uploaded documents, the notices requesting a correction and the final registration notice. The RNE and RCS entries must match the company name, address, activity, form and officers. The Kbis is not an application receipt; it is evidence that the commercial registration has been completed.<\/p>\n Beneficial-owner information is not a formality that can be postponed because all shareholders are foreign. Article L. 561-46 of the Monetary and Financial Code requires the relevant companies and entities to declare information about their beneficial owners through the designated organisation. The official Article L. 561-46<\/a> refers to \u201cles informations relatives aux b\u00e9n\u00e9ficiaires effectifs<\/em>\u201d and includes identification, personal domicile and the means of control. A foreign holding company therefore does not hide the natural person who ultimately controls it. The ownership chain should be mapped before the filing, including voting rights, control agreements and any intermediate entity.<\/p>\n Capital evidence also needs a coherent explanation. In a SARL, Article L. 223-7 provides that cash contributions must be released to at least one fifth at incorporation, with the balance payable within the statutory period. The official Article L. 223-7<\/a> also requires the funds to be deposited under the applicable regulatory conditions. In a SAS, the depositary certificate and subscriber list form part of the constitutive evidence under Article R. 123-103. A transfer from a foreign account should be planned with the depositary so that the payer, amount, currency, exchange conversion and source of funds can be reconciled with the articles and list of subscribers.<\/p>\n Once the application is accepted, the Kbis should be checked line by line. Confirm the legal name, form, registered office, registration number, activity wording and identity of the president or manager. The SIREN is the nine-digit unique identifier of the legal entity. A SIRET adds the establishment number to that identifier. The Kbis is not a certificate that all tax, VAT, employment or immigration issues have been solved. It proves a registration event and supplies a reliable starting point for the bank, customers, administration and contracting parties.<\/p>\n The most underestimated risk for a founder filing from abroad is the period before registration. Before the Kbis exists, the company does not yet have full legal personality. Article L. 210-6 of the Commercial Code states that \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<\/em>.\u201d The official Article L. 210-6<\/a> also provides the framework for acts signed on behalf of a company in formation. A person who signs a lease, bank mandate, software order, customer contract, employment arrangement or loan before registration must use a legally effective company-in-formation mechanism.<\/p>\n Article R. 210-5 governs a SARL\u2019s statement of acts carried out for the company in formation. It requires that statement to be presented to the shareholders before the articles are signed and provides that it is annexed to the articles, whose signature can carry the statutory takeover effect after registration. The exact rule appears in the official Article R. 210-5<\/a>, including the words \u201cCet \u00e9tat est annex\u00e9 aux statuts<\/em>.\u201d For a SAS, Article R. 210-6 contains a similar route for an annexed statement or a mandate whose acts and terms are sufficiently determined. The official Code of commerce section containing Article R. 210-6<\/a> should be consulted for the wording applicable to the intended form.<\/p>\n The signature formula matters. A contract should identify the individual who signs and state that the individual acts \u201cfor and on behalf of [proposed company], a company in formation\u201d, with the registered office being formed and the contemplated company\u2019s name clearly identified. The schedule of acts should describe the counterparty, date, object, amount, duration and the commitment that will pass to the company. A general statement that the future company will \u201ctake over all prior acts\u201d may be too vague for the transaction and may leave the founder personally exposed.<\/p>\n The recent commercial-chamber decisions make this point concrete. In Cour de cassation, Commercial Chamber, 29 November 2023, no. 22-21.623<\/a>, the Court explained that where the act does not expressly identify the company in formation, \u201cil appartient au juge d’appr\u00e9cier souverainement<\/em>\u201d the parties\u2019 common intention by examining the circumstances. The decision was published in the Bulletin and concerns the legal effect of an act signed during the formation period. The conclusion is not that every informal signature is saved; it is that the court must analyse the transaction rather than accept a label detached from the document.<\/p>\n In Cour de cassation, Commercial Chamber, 29 November 2023, no. 22-12.865<\/a>, the published analysis recalls the settled distinction that only commitments expressly subscribed \u201cau nom<\/em>\u201d or \u201cpour le compte<\/em>\u201d of the company in formation can follow the statutory takeover route. A foreign founder signing from abroad should therefore use both the correct capacity and a document that allows the act to be identified later. A translated contract may be useful for the founder, but the French version, the signature block and the annexed schedule must be internally consistent.<\/p>\n In Cour de cassation, Commercial Chamber, 29 November 2023, no. 22-18.295<\/a>, the Court considered a commercial lease referring to a company \u201cin formation\u201d and required the court to examine the complete circumstances and the defective drafting. The decision matters for a non-resident founder because distance encourages the use of templates and signing platforms. A document can show that a company is contemplated without clearly showing that the individual signed on its behalf. The safest process is to have the capacity, authority, act schedule and post-registration takeover resolution prepared before the signature.<\/p>\n The rule was reaffirmed in Cour de cassation, Commercial Chamber, 18 June 2025, no. 24-14.311<\/a>, where the Court held that \u201cLa reprise d’un acte accompli … ne peut r\u00e9sulter du seul accord ou de la seule volont\u00e9<\/em>\u201d of the parties to substitute the company for the original signatory. The decision refers back to the statutory and regulatory mechanisms for takeover. A later agreement, an invoice issued by the new company or a shared intention may not be enough. That is why pre-registration contracts deserve the same care as the articles.<\/p>\n For a non-resident founder, the pre-Kbis file should contain a short register of formation-period acts, the corresponding contracts and the resolution or statutory mechanism that will be used after registration. The first board or shareholder decision after the Kbis should identify the acts taken over and confirm the company\u2019s accounting treatment. If an act was not properly signed for the company in formation, the parties should obtain specific legal advice before trying to rewrite history. A backdated document can create a new evidential problem instead of curing the old one.<\/p>\n Corporate records should remain accessible in France even if the founder and shareholder live abroad. The company should keep its signed articles, Kbis, capital certificate, shareholder list, beneficial-owner declaration, officer appointments, minutes, contracts and accounting records in an organised repository. The articles should explain how shareholder meetings, written consultations and electronic signatures operate. A French company may have foreign shareholders and a foreign director, but it still needs a reliable way to answer the greffe, the tax administration, a bank, an auditor, an employee or a court.<\/p>\n The tax and social-security calendar begins after, and sometimes because of, the registration. The company must identify its corporate-tax position, meaning IS (imp\u00f4t sur les soci\u00e9t\u00e9s<\/em>) where that regime applies, its VAT position, its payroll obligations if it hires, and its local business-property contribution, CFE (cotisation fonci\u00e8re des entreprises<\/em>). The official tax administration explains the treatment of foreign companies and French VAT in its guidance on VAT registration<\/a> and on corporate-tax registration<\/a>. A foreign founder should not assume that an absence of personal French residence eliminates the French company\u2019s declarations.<\/p>\n VAT is driven by the transactions, the customer, the place of supply and the applicable reverse-charge or reporting rules. The French VAT number is not automatically issued merely because the founder owns a French company, and the company may need to communicate with the Service des imp\u00f4ts des entreprises, or SIE, the business tax office. Conversely, a foreign parent without a French establishment may have its own French VAT obligations in specific transactions. The official DGFiP guide for a foreign company and VAT<\/a> should be checked against the actual flows of goods and services.<\/p>\n Payroll and social security require the same factual analysis. URSSAF registration, declarations and contributions may be triggered by a French employee or by the remuneration and activity of a director, but the result depends on the legal form, the person\u2019s status, the work actually performed and any applicable social-security coordination rules. A director living abroad should not be labelled an employee merely because the company needs someone to sign. Nor should a person doing daily operational work in France be treated as a passive foreign shareholder. The mandate, services agreement, payroll position and cross-border arrangements should tell a consistent story.<\/p>\n Finally, the founder should track public and registry records. The RCS is the Trade and Companies Register. The RNE is the broader National Register of Enterprises. The greffe is the court registry that handles relevant commercial registration work. The BODACC, or Bulletin officiel des annonces civiles et commerciales<\/em>, publishes certain legal notices and proceedings; it is not a replacement for a company\u2019s Kbis, articles or accounting file. Keeping these terms separate helps a foreign management team understand which record proves which fact.<\/p>\n A sensible first-year control sheet should list the Kbis and SIREN, the beneficial-owner filing, the bank mandate, the tax account, the VAT position, the CFE notice, the accounting closing date, the annual accounts approval date and the filing deadlines. It should also identify who monitors official messages from the Guichet unique, the greffe, the DGFiP and URSSAF. A non-resident founder can delegate monitoring, but should retain access to the underlying records and the authority to replace a service provider when a filing is refused or a deadline is missed.<\/p>\n The following sequence is usually defensible for a foreign founder:<\/p>\n The sequence is deliberately more precise than \u201ccreate the company online\u201d. The portal is only the channel. The legal result depends on whether the address is real, the documents identify the right people, the beneficial-owner chain is complete, the director\u2019s powers are accurately recorded and the acts signed before registration can lawfully pass to the new legal person.<\/p>\n A founder does not generally need to live in France to create a French company. A foreign resident may own the shares and, subject to the corporate form and the separate immigration analysis, may be appointed to a French management office. The non-negotiable corporate anchors are different: a usable French registered office, coherent articles, verified foreign documents, capital evidence, beneficial-owner information and a complete electronic filing through the INPI Guichet unique.<\/p>\n The Kbis arrives after registration; it does not cure a weak formation file or retroactively transfer every contract signed by the founder. Articles L. 210-6, R. 210-5 and R. 210-6 of the Commercial Code, together with the recent decisions in case numbers 22-21.623, 22-12.865, 22-18.295 and 24-14.311, make the pre-registration signature capacity and takeover process central. The company should therefore be designed as a cross-border legal structure from the first document, not as a French address added after a foreign business has already started trading.<\/p>\n For a founder abroad, the best practical test is simple: can an independent reader match the shareholder, director, registered office, beneficial owner, bank payer, contract signatory and tax contact across every document? If the answer is yes, a foreign residence is usually a manageable fact. If the answer is no, the issue is not the passport; it is the evidential architecture of the company.<\/p>\n Our firm offers a telephone consultation within 48 hours with a lawyer from the firm to review your French company formation project, registered office, governance and cross-border documents.<\/p>\n Call +33 6 46 60 58 22<\/a> or send the main facts through our contact form<\/a>.<\/p>\n","protected":false},"excerpt":{"rendered":" A foreign founder can create a French company without living in France, but must secure a French registered office, Kbis file, director status and compliant pre-registration contracts.<\/p>\n","protected":false},"author":251031309,"featured_media":16281,"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-2113994","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nI. Can a non-resident founder create a French company?<\/h2>\n
A. Does French law require the founder to live in France?<\/h3>\n
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B. What changes when the non-resident founder also acts as director?<\/h3>\n
II. What must a non-resident founder prove to obtain a French Kbis?<\/h2>\n
A. How should the registered office, foreign documents and INPI filing be prepared?<\/h3>\n
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B. Which pre-incorporation acts, tax formalities and records must be secured?<\/h3>\n
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Conclusion<\/h2>\n
Need a quick opinion on your case<\/h2>\n