Do foreign founders need a company secretary in France? Usually, French company law does not impose a standalone \u201ccompany secretary\u201d office on an ordinary French subsidiary, SAS, or SARL. The mandatory question is different: who is the company\u2019s legal representative, who may bind it towards third parties, and who is responsible for making the required decisions and filings? A secretary, lawyer, accountant, or corporate-services provider may coordinate those tasks, but a coordination contract does not automatically make that person a president, managing director, or g\u00e9rant.<\/p>\n
That distinction is especially important when the shareholder lives outside France, when the parent company is itself a legal person, or when a bank, customer, landlord, or French registry asks for a Kbis. A Kbis is the official extract identifying a company registered with the French Trade and Companies Register, or RCS (Registre du commerce et des soci\u00e9t\u00e9s). It shows registered information and certain representatives; it is not a certificate that every person handling administration has power to sign for the company.<\/p>\n
This article answers the practical search questions behind \u201ccompany secretary France\u201d, \u201cFrench company secretary for foreign founder\u201d, and \u201ccan a secretary appear on a French Kbis\u201d. It separates the statutory offices of an SAS and SARL from delegated administration, then sets out a safe mandate, filing, and compliance process for an international group. The focus is a business operating through a French company or establishment, not the personal relocation of an individual or a property purchase.<\/p>\n
The starting point is the company\u2019s constitutional document. Article 1835 of the French Civil Code requires written articles of association and describes the matters they organise. The official text states: \u201cLes statuts doivent \u00eatre \u00e9tablis par \u00e9crit.\u201d The rule appears in the official version of Article 1835 of the Civil Code<\/a>. For an English-speaking founder, \u201cstatuts\u201d means the articles of association, while \u201cassoci\u00e9\u201d means a shareholder or member. The articles identify the form, purpose, registered office, capital, duration, and operating rules of the company. They should not be confused with an administrative service agreement.<\/p>\n For a soci\u00e9t\u00e9 par actions simplifi\u00e9e, or SAS (simplified joint-stock company), Article L. 227-5 of the French Commercial Code provides: \u201cLes statuts fixent les conditions dans lesquelles la soci\u00e9t\u00e9 est dirig\u00e9e.\u201d In English, the SAS articles determine how the company is managed. That statutory freedom is broad, but it is not a requirement to appoint a secretary. The official provision is available in Article L. 227-5 of the Commercial Code<\/a>.<\/p>\n The person who represents an SAS towards outsiders is the president. Article L. 227-6 states in the official text: \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.\u201d The same provision gives the president extensive powers to act for the company within its corporate purpose. It also allows the articles to create a director general or deputy director general with powers conferred by the provision, but the appointment and authority must be grounded in the articles. The full rule is in Article L. 227-6 of the Commercial Code<\/a>.<\/p>\n This is why a \u201ccompany secretary\u201d cannot simply be treated as a fourth statutory office. If the person is only preparing minutes, collecting identity documents, or monitoring deadlines, that person remains an assistant or service provider. If the shareholders want the person to represent the SAS, they must use the proper statutory route, such as appointing a director general where the articles permit it, or granting a specific mandate for identified acts. A job title in an email signature does not replace an appointment, an article, or a written power of attorney.<\/p>\n The distinction has practical force when a contract is signed. In its decision of 2 July 2002, Commercial Chamber, appeal no. 98-23.324, the Court of cassation described the statutory position in these words: \u201cla soci\u00e9t\u00e9 par actions simplifi\u00e9e est repr\u00e9sent\u00e9e, \u00e0 l’\u00e9gard des tiers, par son seul pr\u00e9sident\u201d. The decision is available on L\u00e9gifrance, Commercial Chamber, 2 July 2002, no. 98-23.324<\/a>. The expression \u201cseul pr\u00e9sident\u201d must be read with the later statutory possibility of a director general whose power comes from the articles. It does not turn an unappointed secretary into a corporate representative.<\/p>\n Article L. 227-6 also says that statutory limits on the president\u2019s powers cannot be relied on against third parties. This creates an important international governance point. A shareholder may internally instruct the president not to sign a lease over a certain amount, but a third party may still be protected if the president signs within the company\u2019s apparent legal perimeter. An outsourced secretary should therefore not be used as a substitute for an internal approval matrix. The matrix helps the company control decisions internally; it does not rewrite the external representation rule.<\/p>\n A soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, or SARL (limited liability company), follows a different structure. Article L. 223-18 of the Commercial Code says: \u201cLa soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e est g\u00e9r\u00e9e par une ou plusieurs personnes physiques.\u201d The g\u00e9rant, meaning the manager, is appointed by the shareholders, either in the articles or in a later decision. The official text is available at Article L. 223-18 of the Commercial Code<\/a>. Again, there is no general statutory office called \u201ccompany secretary\u201d. The manager is the corporate representative; an administrator may support the manager without becoming the manager.<\/p>\n The SARL manager may be chosen from outside the shareholders. That can be useful for a foreign-owned business whose investors want a France-based operator, but it does not mean that every France-based administrator is a g\u00e9rant. The appointment should be made by the competent shareholder decision and filed through the appropriate formalities. A support provider who prepares the filing is not thereby appointed. The parties should keep the appointment decision, acceptance, identification documents, and filing evidence together.<\/p>\n The difference between a statutory officer and a service provider also matters for liability. A director or manager accepts legal responsibilities attached to that office, including obligations arising from the company\u2019s accounts, contracts, employees, tax position, and corporate decisions. An administrator working under instructions may have contractual and tort liability for their own conduct, but the service contract does not transfer the legal office away from the president or g\u00e9rant. The board, shareholders, or parent company must decide whether they need a real corporate office, a special mandate, or only administrative assistance.<\/p>\n Where a foreign legal person is appointed president of an SAS, the analysis becomes more technical, but the conclusion remains the same. Article L. 227-7 provides that the directors of the legal person are subject to the same conditions and obligations and bear the same civil and criminal responsibilities as if they were president or director personally, without prejudice to the joint liability of the legal person. The official provision is Article L. 227-7 of the Commercial Code<\/a>. A natural person may need to be identified as the representative of the foreign parent for the relevant filing, but that person should not be described as \u201ccompany secretary\u201d if the legal person is the appointed officer.<\/p>\n For a branch or other French establishment of a foreign company, the representative in France can have a different legal and filing role from the officer of a French subsidiary. A branch is not a new French subsidiary with its own separate share capital; the foreign company remains the principal entity. The registration file should identify the activity, address, foreign company, and representative information required for that establishment. A corporate-services firm may help with the file, but it should not conceal who actually has authority for the foreign company. The safe question is always: \u201cWhat legal person is acting, and under which written authority?\u201d<\/p>\n That question also resolves the Kbis issue. A company secretary does not automatically appear on a Kbis simply because the person maintains the corporate calendar. A president, g\u00e9rant, or other registered legal representative may appear because their office is a matter for the register. A special agent may not be shown in the same way. The French formalities portal distinguishes roles such as president of an SAS, representative in France of a foreign company, ad hoc agent, provisional administrator, and accountant. Those choices can be reviewed in the official French business formalities role guidance<\/a>. The correct role must describe the legal reality, not the marketing name of the provider.<\/p>\n A foreign founder can delegate a considerable amount of work. The usual tasks include maintaining a register of corporate decisions, preparing shareholder resolutions, collecting signatures, arranging certified translations where an authority requests them, tracking annual accounts, coordinating with the accountant, monitoring beneficial-owner information, preparing changes for the French formalities portal, and keeping evidence of filings. Delegation is often commercially sensible when directors are in London, New York, Singapore, or Dubai and the French company has no in-house legal operations team.<\/p>\n The legal basis for that delegation is a mandate. Article 1984 of the Civil Code defines it as follows: \u201cLe mandat ou procuration est un acte par lequel une personne donne \u00e0 une autre le pouvoir de faire quelque chose pour le mandant et en son nom.\u201d The official rule is available at Article 1984 of the Civil Code<\/a>. In English, a mandate or power of attorney is authority to perform a defined act in the name of the person granting it. The provider should know whether it is acting in the name of the company, the president, the g\u00e9rant, a shareholder, or a foreign parent. Those are not interchangeable principals.<\/p>\n A well-drafted mandate answers six questions. First, who grants it: the president, g\u00e9rant, foreign parent, or shareholder? Second, who receives it: an individual, a law firm, an accountant, or a corporate-services company? Third, what acts are authorised: filing a form, receiving a registry notice, signing an ordinary supplier order, or negotiating a bank account? Fourth, what is excluded: borrowing, selling shares, hiring or dismissing an executive, settling litigation, changing the registered office, or accepting a personal guarantee? Fifth, when does it expire or become revocable? Sixth, how must the agent report, store documents, and return access credentials?<\/p>\n The mandate should use the company\u2019s exact registered name, registration number, registered office, and the title of the person granting authority. A foreign founder should not copy a generic US or UK \u201ccorporate secretary\u201d template into a French filing without checking the French legal role. The words \u201csecretary may sign all documents\u201d can create uncertainty about whether the person has a special mandate, a general commercial power, or no authority at all. Narrow descriptions are easier for the bank, the registry, customers, and the company\u2019s own team to understand.<\/p>\n There is also a hard boundary around shareholder decisions. Article L. 227-9 of the Commercial Code provides that the articles determine the decisions that must be taken collectively by shareholders and the forms and conditions in which they are taken. The current official text is found in Article L. 227-9 of the Commercial Code<\/a>. A secretary can prepare the notice, circulate the draft resolution, organise electronic signatures, and preserve the final minutes. The secretary cannot invent the required shareholder consent or certify that a decision was taken when the required vote never occurred.<\/p>\n For an SARL, the manager and shareholders have their own decision perimeter. The provider can draft an ordinary or extraordinary resolution, but the manager or shareholders must adopt it according to the articles and mandatory provisions. This matters for a capital increase, transfer restrictions, appointment or removal of a manager, approval of related-party arrangements, annual accounts, dividend distribution, or a change of registered office. The fact that a provider has access to the Guichet unique does not prove that the corporate decision behind a filing exists.<\/p>\n For an SAS, the articles may create additional governance bodies, committees, or approval procedures. Those bodies can be operationally useful for a foreign group, but they must be drafted coherently. A provider can act as secretary to a committee in the ordinary business sense, prepare the agenda, and record the outcome. It should not be presented as a statutory director unless the company has made and filed the relevant appointment. The title \u201cboard secretary\u201d may be used internally, but the mandate and articles should show what it actually means.<\/p>\n Power to file is different from power to decide. The French single business formalities portal, commonly called the Guichet unique, is the online route for many company creation and modification formalities. It is operated through the official business formalities system associated with the National Industrial Property Institute, or INPI (Institut national de la propri\u00e9t\u00e9 industrielle). The official service information on the portal is available through Service-Public.fr guidance on the business formalities portal<\/a>, and the portal itself is at formalites.entreprises.gouv.fr<\/a>. A secretary may prepare and submit a file under authority, while the legal representative remains responsible for the accuracy of the underlying decision.<\/p>\n In practice, the provider should be given a filing pack rather than unrestricted control. The pack can contain the signed resolution, updated articles, proof of address, identity evidence, declaration of non-conviction where required, beneficial-owner information, foreign corporate documents, translation instructions, and the exact request to be submitted. The president or g\u00e9rant should validate the final data before submission. The provider should download the receipt, follow any request for correction, and preserve the final registry evidence.<\/p>\n This process is especially important for a founder who cannot read French. The articles, shareholder resolutions, and registry questions may be in French even if the business team works in English. An English explanation can be prepared alongside the French document, but the party signing should know which version governs. If a foreign document must be legalised, apostilled, or accompanied by a sworn translation, the requirement should be checked for the specific country and document rather than assumed. A secretary can coordinate that evidence; the secretary should not certify facts that only the signatory or issuing authority can confirm.<\/p>\n There is a further issue before registration. Article L. 210-6 of the Commercial Code states that commercial companies have legal personality from their registration with the Trade and Companies Register, or RCS (Registre du commerce et des soci\u00e9t\u00e9s). It also addresses liabilities for persons acting for a company in formation until the company takes over the commitments. The official text is in Article L. 210-6 of the Commercial Code<\/a>. A foreign founder should therefore label pre-registration contracts correctly and obtain a clear takeover mechanism. A secretary who signs \u201cfor the company\u201d before it exists may expose the wrong person or entity if the document is not properly structured.<\/p>\n Consider a simple example. A United Kingdom parent owns all shares in a French SAS. The president lives in London, while a Paris-based corporate-services provider receives notices from the registry. The provider may prepare the registration change, contact the greffe (the commercial court registry office), maintain the corporate records, and send signature requests. Unless separately appointed and authorised, the provider is not the president and cannot sign a long-term lease or a bank facility as if it were the president. The final filing can show the registered president while the provider remains a documented administrative agent.<\/p>\n Now change the facts: the provider is asked to negotiate a bank mandate and sign the account-opening documents. That may be possible for specific documents if the bank accepts the mandate, but the authority should be written, limited, and consistent with the president\u2019s powers. The bank will usually perform its own customer due diligence<\/a> and may ask for the president, beneficial owners, parent-company documents, proof of address, and source-of-funds information. A \u201ccompany secretary\u201d label will not satisfy those checks by itself.<\/p>\n For an American or Asian parent, the same logic applies when an individual is named to represent the parent or a French subsidiary. The company should distinguish the corporate officer, the natural person who acts for a corporate officer where required, and the agent who handles paperwork. This distinction reduces the risk of an accidental appointment, an inaccurate Kbis, or an unauthorised signature being presented as a corporate decision.<\/p>\n A workable French governance file starts with a one-page authority map. It should state the legal form, the registered company name, the RCS registration number once available, the president or g\u00e9rant, any director general, the shareholders entitled to decide, the beneficial owners, the authorised filing agent, and the people allowed to sign commercial documents. \u201cBeneficial owner\u201d means the individual who ultimately owns or controls the company, directly or indirectly. The map should also identify who receives official letters, who controls the company email account, and who can instruct the accountant.<\/p>\n The authority map is not a substitute for the articles or a registry filing. It is an operational control. The articles of an SAS should state how the company is directed, how collective shareholder decisions are made, and whether additional officers have external powers. The SARL documents should identify the manager and the decision rules applicable to the shareholders. Service agreements and mandates should then refer back to those documents rather than contradicting them.<\/p>\n When creating the company, the founder should make an early choice between three different functions. The first is a legal representative: president, g\u00e9rant, or another office expressly recognised by the form and documents. The second is a special agent with written authority for identified acts. The third is an administrative coordinator who prepares, tracks, and archives but does not bind the company. These functions can be performed by three different people or, subject to a conflict and authority review, by one professional. The labels should never hide the function.<\/p>\n For an SAS, appointing a director general may be appropriate where the foreign group wants a second person with a stable external role. Article L. 227-6 allows the articles to provide for a director general or deputy director general to exercise powers conferred on the president by that article. The appointment must follow the articles and be recorded correctly. In a decision of 14 December 2010, Commercial Chamber, appeal no. 09-71.712, the Court of cassation stated: \u201cle directeur g\u00e9n\u00e9ral d’une soci\u00e9t\u00e9 par actions simplifi\u00e9e ne peut repr\u00e9senter la soci\u00e9t\u00e9 que si les statuts lui conf\u00e8rent ce pouvoir.\u201d The official decision is available at Cour de cassation, Commercial Chamber, 14 December 2010, no. 09-71.712<\/a>. This is a direct answer to a common mistake: a senior administrator does not become a representative merely because the title sounds senior.<\/p>\n If the intended role is only to receive registry correspondence and coordinate filings, a special mandate usually gives more control than a new statutory office. The mandate should identify the exact procedure, the documents the agent may sign, the permitted electronic submission, and the obligation to send the receipt and final decision to the president. It should say whether the agent may answer a request for correction or must obtain fresh approval. It should also prohibit the agent from changing the registered representative, shareholding, capital, or registered office without a new written instruction.<\/p>\n The official French formalities glossary distinguishes a legal representative from a person designated to represent another person for one or more defined legal acts. That distinction can be reviewed in the official business formalities glossary<\/a>. It is useful when a foreign founder is completing a form in English: \u201crepresentative\u201d may refer to the company\u2019s legal representative, a representative of a foreign company, or a limited agent. The form must be completed according to the role actually held.<\/p>\n The Kbis should be treated as a public snapshot, not as the whole governance file. It can identify the company, its registration, registered office, activity, and registered representatives, but it will not show every internal approval rule, every employee with filing access, or every outsourced service provider. A bank or customer may request a recent Kbis because it wants reliable registered information. The company should provide the Kbis together with the relevant mandate when a non-registered agent is signing or submitting a document.<\/p>\n Changes should be handled promptly. If the president, g\u00e9rant, registered address, activity, shareholding information, or beneficial-owner data changes, the company should determine what decision and filing are required. A company secretary can maintain a change log with four columns: event date, legal decision, filing deadline, and evidence received. A fifth column should record the person who approved the submission. This simple system prevents a foreign founder from confusing \u201cthe provider sent the form\u201d with \u201cthe company validly approved the change\u201d.<\/p>\n The commercial court registry office, or greffe, may request corrections or additional documents. The agent should forward the request without paraphrasing away its legal effect, identify the deadline, and obtain a written instruction when the correction changes a substantive statement. If the filing concerns a foreign parent, the file may involve a registry extract from the parent\u2019s country, proof of the authority of the signatory, and a French translation. The fact that the provider has made similar filings for other groups does not remove the need to verify this group\u2019s documents.<\/p>\n A founder may also ask whether the company secretary can be the registered address provider. Those are separate functions. Domiciliation is the provision of a registered office address under a specific service arrangement; company administration is the maintenance of governance and compliance tasks. A domiciliation provider may receive mail and scan it, but that does not by itself grant power to sign contracts or make shareholder decisions. The service agreement should state what mail handling is included, how urgent notices are escalated, and when the company must collect original documents.<\/p>\n The same separation helps with a foreign company\u2019s French establishment. The French representative may be required to appear in the establishment\u2019s formalities, while the foreign company\u2019s director remains responsible at the parent level. The representative\u2019s mandate should state whether it covers only French administrative filings or also contracts, tax correspondence, employment documents, and litigation. A broad generic \u201cFrance representative\u201d label can be too vague for a bank, customer, or court.<\/p>\n Corporate decisions and signing authority must also be kept current after a resignation. In its decision of 5 September 2018, Commercial Chamber, appeal no. 17-15.395, the Court of cassation held that \u201cla d\u00e9mission n’est toutefois acquise et irr\u00e9vocable que lorsqu’elle a \u00e9t\u00e9 notifi\u00e9e \u00e0 la soci\u00e9t\u00e9\u201d. The official decision is published on L\u00e9gifrance, Commercial Chamber, 5 September 2018, no. 17-15.395<\/a>. An internal message saying that the president has stepped down is not a reliable substitute for a properly documented notification, acceptance, appointment, and filing process.<\/p>\n For a foreign group, the exit process should be designed at the beginning. The mandate should end automatically when the officer or service agreement ends, subject to a handover. The company should have a list of logins, filing receipts, registers, signed minutes, bank authorities, supplier contracts, tax correspondence, and employment records. The departing administrator should certify what was returned and what remains pending. A secretary who holds the only copy of the governance file creates operational dependence that is difficult to resolve across time zones.<\/p>\n Outsourcing the legal calendar can be efficient, but it should be treated as a controlled legal-services arrangement. The first check is scope. The agreement should list recurring tasks, one-off changes, shareholder meetings, annual accounts coordination, beneficial-owner updates, registry filings, document translation coordination, and escalation of disputes. It should say which tasks belong to the accountant, payroll provider, tax adviser, lawyer, bank, or president. \u201cFull corporate secretarial support\u201d is not enough if nobody can say who must make the final decision.<\/p>\n The second check is related-party risk. In an SAS, Article L. 227-10 of the Commercial Code requires a report on certain agreements involving the company and its president, director, shareholder above the statutory voting threshold, or controlling company. It also provides that non-approved agreements may still produce effects, while the interested person and, where relevant, the president or other directors may bear the harmful consequences for the company. The official text is available at Article L. 227-10 of the Commercial Code<\/a>. If the secretary provider belongs to the founder\u2019s group, is controlled by an officer, or receives a special fee from a related entity, the agreement should be reviewed for the applicable approval and disclosure process.<\/p>\n The SARL has a parallel related-party agreement regime. Article L. 223-19 of the Commercial Code addresses agreements between the company and its managers or shareholders, with a report and approval framework subject to the statutory conditions. The official provision is at Article L. 223-19 of the Commercial Code<\/a>. The service agreement should therefore identify the contracting entity, beneficial ownership, fee, services, conflicts, and approval record. A provider should not be paid through an informal parent-company invoice merely because the founders are abroad.<\/p>\n The third check is responsibility for the recurring calendar. Annual accounts, corporate tax returns, value-added tax filings, payroll declarations, beneficial-owner statements, changes to registered information, and licence renewals do not all have the same owner. URSSAF, the French body that collects social-security contributions, may be involved when the company employs staff or pays certain remuneration. BODACC, the Bulletin officiel des annonces civiles et commerciales, may publish notices connected with companies and collective proceedings. The company secretary can track these interfaces, but the agreement should identify the accountant or adviser responsible for technical calculations and the president or g\u00e9rant responsible for approval.<\/p>\n A calendar entry should contain more than a date. It should record the legal source or filing type, the company concerned, the data needed, the person who supplies it, the person who validates it, the submission channel, the deadline, and the evidence of completion. For example, \u201cannual accounts\u201d should become a workflow: accounts received from the accountant, management report assessed, shareholder approval obtained, filing authorised, receipt downloaded, and any confidentiality option checked. A foreign founder can then see what is genuinely complete without having to understand every French portal screen.<\/p>\n The fourth check is the boundary between internal limitations and external representation. Under Article L. 227-6, limitations in the SAS articles on the president\u2019s powers may be ineffective against third parties. The provider should therefore operate an approval process before the president signs, rather than promising that the provider\u2019s internal checklist will invalidate a contract signed outside it. For an SARL, the manager\u2019s statutory powers and the company\u2019s articles must be assessed in the same practical way. Approval matrices are safeguards, not magic words.<\/p>\n The fifth check is evidence. Keep the signed mandate, corporate resolution, identity documents, version of the articles, filing receipt, registry response, and final Kbis or other extract in a version-controlled folder. Record the date of each signature and the platform used. If an electronic signature is used, preserve the audit certificate. If a document is translated, preserve the source, translation, translator details where relevant, and the reason the translation was accepted. These records matter if a bank rejects a mandate, a shareholder challenges a decision, or a registry later asks how a change was authorised.<\/p>\n The sixth check is confidentiality and access. A provider may see passports, parent-company documents, beneficial-owner data, bank statements, payroll information, customer contracts, and litigation correspondence. The agreement should limit access to what the task requires, establish a secure transfer method, prohibit shared passwords, and require prompt notification of a suspected breach. The company should use separate accounts for the legal representative and the administrative provider. If a portal account is tied to a personal email address, changing the service provider can become unnecessarily difficult.<\/p>\n The seventh check is professional responsibility and insurance. The company should understand what the provider is qualified and insured to do. Preparing a filing is not the same as giving a legal opinion, preparing tax calculations, certifying accounts, or representing the company in litigation. The agreement should describe the provider\u2019s role and identify when a French lawyer, chartered accountant, regulated professional, or other specialist must be instructed. The word \u201cspecialist\u201d should not be used as a substitute for checking the actual professional status or scope of the engagement.<\/p>\n The eighth check is deadlines and escalation. The contract should state the response time for an official notice, the escalation route if a filing is rejected, and the rule for public holidays or time-zone delays. A foreign founder should receive an alert before a deadline, not after a rejection. If a registry request cannot be answered with the existing documents, the provider should say precisely what is missing and who must sign. Silent assumptions are particularly risky when the signatory is outside France.<\/p>\n There is a legal remedy when a company fails to file documents with the register. Article L. 123-5-1 of the Commercial Code allows the president of the court, on application by an interested person or the public prosecutor, to order a legal entity\u2019s manager to file required documents, potentially under a penalty, and to appoint an agent to carry out the formalities. The official text is available at Article L. 123-5-1 of the Commercial Code<\/a>. This is not a reason to give a provider unlimited authority. It shows why the company should preserve evidence of instructions, missed deadlines, reminders, and the responsible officer.<\/p>\n A failed mandate can also generate ordinary civil liability. Article 1240 of the Civil Code states: \u201cTout fait quelconque de l’homme, qui cause \u00e0 autrui un dommage, oblige celui par la faute duquel il est arriv\u00e9 \u00e0 le r\u00e9parer.\u201d The official text is at Article 1240 of the Civil Code<\/a>. In practical terms, a company or provider that causes a loss through a proven fault may face a damages claim, subject to the facts, contract, causation, and applicable limitations. A liability clause should not be drafted as if it can erase mandatory duties or deliberate misconduct.<\/p>\n Before outsourcing, a foreign founder should ask the provider for a written answer to the following questions:<\/p>\n Those questions are more valuable than asking whether the provider uses the English title \u201ccompany secretary\u201d. The title may help a foreign team understand the service, but the French legal analysis depends on the articles, appointment decision, mandate, contract, register, and actual conduct. A provider who drafts minutes but never signs for the company has a different risk profile from a provider who negotiates contracts, controls the bank portal, and files changes to the registered representative.<\/p>\n The current case law also supports careful drafting of governance rules. The Court of cassation\u2019s decision of 9 July 2025, Commercial Chamber, appeal no. 24-10.428, addresses the effect of statutory governance rules and the limits of an informal shareholder decision that departs from them. The official bulletin reference is Cour de cassation, Commercial Chamber, 9 July 2025, no. 24-10.428<\/a>. The operational lesson for an international group is straightforward: if the articles require a particular decision process, a secretary should follow that process and preserve the evidence rather than relying on a quick email from the parent company.<\/p>\n A final scenario illustrates the difference. A French SAS has a president in Canada, a French accountant, and an outsourced company secretary in Paris. The secretary notices that the president\u2019s mandate is expiring, prepares the shareholder decision, sends the signature request, files the approved change, and archives the new extract. That is a coherent administrative role. If the secretary instead signs a customer contract in the company\u2019s name without a specific mandate, changes the president in the portal without a valid corporate decision, or tells a bank that the provider is the legal representative when the Kbis says otherwise, the role has crossed a legal boundary. The remedy is not a better title; it is a corrected appointment, mandate, filing, or contract.<\/p>\n A French SAS or SARL generally does not need a standalone company secretary. It needs a valid legal representative: the president of the SAS or the g\u00e9rant of the SARL, with any additional statutory officer appointed under the articles and the law. A foreign founder can appoint an administrator or corporate-services provider to run the legal calendar, prepare minutes, coordinate filings, and maintain the Kbis file. That provider should act under a defined mandate and should not be presented as a corporate officer unless the company has actually made that appointment.<\/p>\n The safest structure is a three-layer file: constitutional documents and shareholder decisions; a precise authority map and mandate; and a documented compliance calendar with evidence of every filing and approval. Before a provider signs, ask whether the act is a shareholder decision, a statutory officer\u2019s act, a special mandated act, or administrative preparation. That single question prevents many cross-border misunderstandings.<\/p>\n For a foreign parent forming or operating a French company, the documents should be reviewed together: articles, appointment resolutions, foreign corporate evidence, translation and legalisation requirements, mandates, service agreements, bank authorities, related-party approvals, and registry extracts. If a Kbis, a bank, a customer, or a registry is challenging the authority of the person acting for the company, the issue should be analysed from the underlying documents rather than from the job title alone.<\/p>\n For broader guidance on selecting and organising a French corporate structure, see our French company and corporate-law resource page<\/a>. The page should be used as the hub for future articles on foreign-owned SAS and SARL governance, while this article addresses the narrower company-secretary and delegation question.<\/p>\n We offer a telephone consultation within 48 hours with a lawyer from the firm.<\/p>\n We can review your French company\u2019s authority map, mandate, Kbis position, and cross-border governance documents.<\/p>\n Call +33 6 46 60 58 22<\/a> or use our contact page<\/a>.<\/p>\n","protected":false},"excerpt":{"rendered":" A practical French-law guide for foreign founders: distinguish the president or g\u00e9rant from an administrative company secretary, control mandates, Kbis data and filings.<\/p>\n","protected":false},"author":251031309,"featured_media":16519,"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-2114698","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nB. What a foreign founder may delegate without transferring governance<\/h3>\n
II. How should a foreign founder organise secretary support, Kbis authority and risk?<\/h2>\n
A. How to document mandates, foreign signatures and the Kbis perimeter<\/h3>\n
B. What to check before outsourcing the legal calendar<\/h3>\n
\n
Conclusion<\/h2>\n
Need a quick opinion on your case<\/h2>\n