You run a business in London, New York, Dubai or Singapore, and France is your next market. The question that decides everything else \u2014 your personal liability, your tax bill, your ability to open a bank account, to hire, to bring in an investor or to leave \u2014 comes first and looks deceptively simple: should you set up a SAS, a SARL, a branch of your foreign company, or a French subsidiary? Pick the wrong vehicle and you pay for it for years: a founder who registers a branch to save time discovers that every French debt can chase the foreign parent; a founder who picks a SARL for flexibility discovers he cannot force out a blocking minority partner; a founder who files alone on the Guichet unique, the single online company registration portal operated by the INPI (the French National Institute for Industrial Property, which runs business filings), sees his file rejected for a missing apostille and loses two months. This guide gives foreign founders and foreign companies a practical decision method, grounded in the French Commercial Code, recent Cour de cassation rulings and the official filing circuit, so you can choose the right structure, register it, get your Kbis \u2014 the official company identity certificate issued by the greffe, the registry of the commercial court \u2014 obtain a French VAT number, open a corporate bank account and cost your first year with no surprises.<\/p>\n
For a foreign founder creating a new French company, the real choice is almost always between two limited-liability companies: the SAS (soci\u00e9t\u00e9 par actions simplifi\u00e9e, simplified joint-stock company) and the SARL (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, limited liability company). Both protect your personal assets in the same way. The Commercial Code says it in nearly identical words for each: “Une soci\u00e9t\u00e9 par actions simplifi\u00e9e peut \u00eatre institu\u00e9e par une ou plusieurs personnes qui ne supportent les pertes qu’\u00e0 concurrence de leur apport”<\/a> (article L227-1 of the Commercial Code), and “La soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e est institu\u00e9e par une ou plusieurs personnes qui ne supportent les pertes qu’\u00e0 concurrence de leurs apports”<\/a> (article L223-1 of the Commercial Code). In plain English: whether you choose a SAS or a SARL, you only risk what you put in \u2014 provided you actually pay up your capital, keep clean accounts and do not trade while insolvent. Both can be formed by a single person, respectively called SASU (SAS with a sole shareholder, associ\u00e9 unique) and EURL (SARL with a sole shareholder). So limited liability alone never decides between them. What decides is freedom against locks: freedom to organise management, freedom to sell, and freedom to remove a partner who blocks the company.<\/p>\n On management freedom, the SAS wins by design. “Les statuts fixent les conditions dans lesquelles la soci\u00e9t\u00e9 est dirig\u00e9e”<\/a> (article L227-5 of the Commercial Code): in a SAS, your articles of association (statuts) decide how the company is run. You can appoint a president who lives abroad, create a general manager, a board, voting thresholds per decision, veto rights for the foreign parent \u2014 almost anything, as long as a few collective decisions stay with the shareholders. In a SARL, management is rigid by law: one or more g\u00e9rants (managers) run the company within a statutory frame, and important decisions must go through formal shareholder meetings with legally fixed majorities. For a foreign group that wants its Paris vehicle to mirror group governance, the SAS is the natural fit; for a family business or a two-founder shop where simplicity and statutory guardrails matter, the SARL is perfectly respectable.<\/p>\n On capital, the SARL looks cheaper but the difference is often misunderstood. “Les parts sociales doivent \u00eatre souscrites en totalit\u00e9 par les associ\u00e9s”<\/a> and “Les parts repr\u00e9sentant des apports en num\u00e9raire doivent \u00eatre lib\u00e9r\u00e9es d’au moins un cinqui\u00e8me de leur montant”<\/a> (article L223-7 of the Commercial Code): in a SARL, cash shares must be paid up immediately for at least one fifth, the balance within five years when the g\u00e9rant calls it. In a SAS, half of the cash shares must be paid up on day one. In both cases the unpaid balance is a real debt of the shareholder that creditors can call in \u2014 our detailed walk-through of unpaid share capital calls against foreign owners<\/a> shows how this turns into a live dispute. Do not confuse a 1 euro share capital with a 1 euro cost: the bank, the landlord and the greffe read a thin capitalisation as a risk signal, and blocked capital-deposit files are one of the most common reasons foreign formations stall, as our pillar guide to setting up a company in France as a foreign founder<\/a> explains step by step.<\/p>\n On selling and exits, the two vehicles are philosophically opposite, and this is where foreign founders get hurt. In a SARL, the law locks the capital: “Les parts sociales ne peuvent \u00eatre c\u00e9d\u00e9es \u00e0 des tiers \u00e9trangers \u00e0 la soci\u00e9t\u00e9 qu’avec le consentement de la majorit\u00e9 des associ\u00e9s repr\u00e9sentant au moins la moiti\u00e9 des parts sociales, \u00e0 moins que les statuts pr\u00e9voient une majorit\u00e9 plus forte”<\/a> (article L223-14 of the Commercial Code). Any sale of SARL shares (parts sociales) to an outsider needs the consent (agr\u00e9ment) of the existing shareholders, and the Cour de cassation polices this procedure strictly. In a ruling of 2 April 2025 (Commercial Chamber, appeal no. 23-23.553), the Court recalled that “Selon l’article L. 223-14 du code de commerce les parts sociales d’une soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e ne peuvent \u00eatre c\u00e9d\u00e9es \u00e0 des tiers \u00e9trangers \u00e0 la soci\u00e9t\u00e9 qu’avec le consentement de la majorit\u00e9 des associ\u00e9s repr\u00e9sentant au moins la moiti\u00e9 des parts sociales, \u00e0 moins que les statuts pr\u00e9voient une majorit\u00e9 plus forte”<\/a> and that “Si la soci\u00e9t\u00e9 n’a pas fait conna\u00eetre sa d\u00e9cision dans le d\u00e9lai de trois mois \u00e0 compter de la derni\u00e8re des notifications pr\u00e9vues au pr\u00e9sent alin\u00e9a, le consentement \u00e0 la cession est r\u00e9put\u00e9 acquis”<\/a> \u2014 if the company stays silent for three months after proper notification, consent is deemed granted. For a foreign investor, the lesson is double: in a SARL you can be blocked by your co-shareholders when you want to sell, but a silent company can also let a sale through. Our analysis of blocked share sales and exit routes for foreign shareholders<\/a> maps the practical escape routes when the lock bites.<\/p>\n In a SAS, by contrast, shares (actions) are in principle freely transferable, and every lock \u2014 prior approval (agr\u00e9ment), pre-emption, forced sale, exclusion \u2014 must be written into the statuts. That freedom is powerful but it must be drafted, because the Cour de cassation enforces SAS exclusion clauses to the letter and protects the targeted shareholder’s vote. In a landmark ruling of 29 May 2024 (Commercial Chamber, appeal no. 22-13.158), the Court held that “Il r\u00e9sulte de la combinaison de ces textes que si les statuts d’une soci\u00e9t\u00e9 par actions simplifi\u00e9e peuvent pr\u00e9voir l’exclusion d’un associ\u00e9 par une d\u00e9cision collective des associ\u00e9s, toute stipulation de la clause d’exclusion ayant pour objet ou pour effet de priver l’associ\u00e9 dont l’exclusion est propos\u00e9e de son droit de voter sur cette proposition est r\u00e9put\u00e9e non \u00e9crite”<\/a> \u2014 any clause that strips the targeted shareholder of his right to vote on his own exclusion is deemed unwritten. And the statutory backstop for forced exits is narrow: “Dans les conditions qu’ils d\u00e9terminent, les statuts peuvent pr\u00e9voir qu’un associ\u00e9 peut \u00eatre tenu de c\u00e9der ses actions”<\/a> (article L227-16 of the Commercial Code) \u2014 a forced transfer only works in the conditions your statuts define. Complementing this, a ruling of 9 November 2022 (Commercial Chamber, appeal no. 21-10.540) confirmed that “Il r\u00e9sulte de l’article L. 231-6, alin\u00e9a 2, du code de commerce qu’est licite une clause des statuts d’une soci\u00e9t\u00e9 commerciale \u00e0 capital variable stipulant que tout associ\u00e9 peut \u00eatre exclu de la soci\u00e9t\u00e9 pour justes motifs par une d\u00e9cision des associ\u00e9s r\u00e9unis en assembl\u00e9e g\u00e9n\u00e9rale statuant \u00e0 la majorit\u00e9 fix\u00e9e pour la modification des statuts, quand bien m\u00eame cette clause ne pr\u00e9cise pas les motifs d’exclusion”<\/a>, underpinned by “Il peut \u00eatre stipul\u00e9 que l’assembl\u00e9e g\u00e9n\u00e9rale a le droit de d\u00e9cider, \u00e0 la majorit\u00e9 fix\u00e9e pour la modification des statuts, que l’un ou plusieurs des associ\u00e9s cessent de faire partie de la soci\u00e9t\u00e9”<\/a> (article L231-6 of the Commercial Code). The business translation for a foreign founder is blunt: if you want investor-grade flexibility \u2014 free transfers, drag-along, exclusion for cause \u2014 take a SAS and pay a lawyer to draft the clauses; if you never draft them, your SAS behaves like an unlocked house. If you want co-shareholders who cannot sell without your consent, take a SARL and master the agr\u00e9ment timetable.<\/p>\n Many foreign companies hesitate between two ways of operating in France without creating a brand-new company from scratch: registering a branch (succursale or \u00e9tablissement secondaire \u2014 a local business presence with no legal personality of its own) or incorporating a French subsidiary (filiale \u2014 a fully separate French SAS or SARL owned by the foreign parent). The distinction is not administrative decoration; it allocates liability, tax and credibility. A branch is you, acting in France: contracts signed by the branch bind the foreign company directly, French creditors can seize the parent’s assets for the branch’s debts, and a French court can summon the foreign head office through the branch. A subsidiary is someone else: only the subsidiary’s own assets answer for its debts, the foreign parent risks in principle no more than its capital contribution, and the parent only pays for the subsidiary’s collapse in exceptional cases \u2014 fraudulent trading, de facto management (gestion de fait, where the parent actually ran the subsidiary), or specific guarantee commitments, as our guide on when a foreign parent is asked to pay for an insolvent French subsidiary<\/a> explains with the defences that work.<\/p>\n The tax picture follows the same fault line. A French subsidiary is a French taxpayer like any other: “sont passibles de l’imp\u00f4t sur les soci\u00e9t\u00e9s, quel que soit leur objet, les soci\u00e9t\u00e9s anonymes, les soci\u00e9t\u00e9s en commandite par actions, les soci\u00e9t\u00e9s \u00e0 responsabilit\u00e9 limit\u00e9e n’ayant pas opt\u00e9 pour le r\u00e9gime fiscal des soci\u00e9t\u00e9s de personnes”<\/a> (article 206 of the French General Tax Code, Code g\u00e9n\u00e9ral des imp\u00f4ts) \u2014 French companies pay French corporate income tax (IS, imp\u00f4t sur les soci\u00e9t\u00e9s) on their profits, at “Le taux normal de l’imp\u00f4t est fix\u00e9 \u00e0 25 %”<\/a> (article 219 of the General Tax Code). A branch of a foreign company operating in France is also taxed in France on the profits attributable to its French activity, but without the subsidiary’s clean separation: transfer pricing between head office and branch, withholding tax on profit remittances, and VAT establishment questions get messy fast. Our full comparison of French corporate tax for foreign owners, branch versus subsidiary<\/a> walks through the 25% rate, the filing calendar and the withholding traps, including dividend withholding when a subsidiary distributes to its foreign parent \u2014 a point developed further in our briefing on dividend withholding tax and treaty relief between a French subsidiary and its foreign parent<\/a>.<\/p>\n Registration effort also differs, and foreign founders routinely underestimate the branch route. A subsidiary is incorporated through the standard Guichet unique filing described in section II below: statuts, capital deposit certificate, registered office proof, beneficial owner declaration, publication in a legal gazette, then SIREN and Kbis. A branch must still be registered with the French company register (Registre national des entreprises, RNE) through the same Guichet unique, with translated and legalised foreign parent documents \u2014 certificate of incorporation, board resolution opening the branch, powers of the branch representative \u2014 plus its own French business address and, in practice, its own French bank account for credibility. When the greffe rejects foreign documents for a missing apostille (the international authentication stamp under the Hague Convention) or uncertified translation, the whole timetable slips; our field guide to greffe rejections over foreign documents, apostilles and translations<\/a> shows exactly how to rebuild the file and get the Kbis issued. And when the new French site has no SIRET (the establishment-level identifier derived from the SIREN), the fix is a dedicated secondary-establishment filing, detailed in our note on registering an \u00e9tablissement secondaire when the greffe asks for a SIRET<\/a>.<\/p>\n Finally, banks and counterparties read the two vehicles differently. French banks open corporate accounts for French subsidiaries every day; a branch of an offshore or recently formed foreign company triggers heavier KYC (know-your-customer) checks, demands for the foreign parent’s accounts, and sometimes outright refusal \u2014 which is why founders who chose the branch for speed end up slower than the subsidiary they wanted to avoid. The decision rule we give clients is therefore simple: choose the branch only for a light, temporary footprint \u2014 one or two people prospecting, no significant contracts signed locally, full group backing accepted. As soon as you sign French leases, hire, invoice in France or take on French debt, incorporate a subsidiary, almost always a SAS for the governance reasons above, and keep the branch for what it does best: testing the market before committing.<\/p>\n Since 1 January 2023, every company formation in France goes through one door: the Guichet unique des formalit\u00e9s des entreprises, the single online portal described by the official service-public page on how to create a company in France<\/a> and filed in practice on the portal procedures.inpi.fr<\/a>. There is no parallel paper track and no commercial court counter that will take your file instead. The official checklist for registration formalities for a company<\/a> is the same for French and foreign founders: draft and sign the statuts, deposit the share capital with a bank or notary and obtain the deposit certificate (certificat de d\u00e9p\u00f4t des fonds), prove a registered office (si\u00e8ge social) with a lease, domiciliation contract or owner authorisation, publish a formation notice in a legal gazette (journal d’annonces l\u00e9gales), appoint the legal representative (pr\u00e9sident of the SAS, g\u00e9rant of the SARL), declare the beneficial owners (b\u00e9n\u00e9ficiaires effectifs \u2014 the humans who ultimately own or control more than 25%), and submit everything through the Guichet unique. The official page on the cost of company formation formalities<\/a> lists the filing fees so you can budget precisely, and the portal page Guichet des formalit\u00e9s des entreprises<\/a> tracks which body handles your file behind the scenes.<\/p>\n For a foreign founder, three file items cause nearly every rejection. First, identity and capacity documents: non-French shareholders and directors must produce valid ID, and any foreign public document \u2014 passport certification, company certificate, power of attorney \u2014 needs an apostille or consular legalisation plus a certified French translation by a sworn translator (traducteur asserment\u00e9). Second, the registered office proof: a foreign utility bill, a friend’s address, or a vague coworking attestation will bounce; our breakdown of rejected registrations and how to fix registered office proof<\/a> lists the proofs greffes actually accept. Third, the foreign-company documents when a legal entity subscribes capital or chairs the SAS: up-to-date certificate of good standing, translated statuts, board resolution authorising the French investment, and where relevant the permanent representative (repr\u00e9sentant permanent \u2014 the individual designated to represent a foreign legal entity that chairs a SAS), a point our briefing on a foreign company as president of a French SAS<\/a> covers in full.<\/p>\n Once the file is complete and validated, the company receives its SIREN (the nine-digit company identifier issued by INSEE, the statistics institute), then each place of business gets a SIRET (SIREN plus a five-digit establishment code), and the greffe issues the Kbis \u2014 the identity card of the French company, proving its existence, its directors and its capital to banks, landlords and clients. Key events are then published in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company creations, insolvencies and sales of businesses appear). A separate step many founders discover too late is the French VAT number: a company with a SIREN is not automatically VAT-registered for all activities, and foreign companies face specific registration and control procedures before their first French invoice. Our guide to refused or delayed French VAT registration for foreign companies<\/a> explains what to do before invoicing, while importers should read our companion note on import VAT, customs self-assessment and deduction for foreign sellers<\/a> \u2014 and since 1 September 2026, foreign businesses selling in France must also handle the new e-invoicing and e-reporting duties described in our French e-invoicing briefing<\/a>. If the Guichet unique itself stalls \u2014 a frequent complaint since the portal’s launch \u2014 our walk-through of blocked Guichet unique filings, SIREN and Kbis recovery<\/a> gives the unblocking sequence in French, and our assignation response guide<\/a> covers the worst case where a dispute lands before the company is even operational.<\/p>\n The first cost surprise for foreign founders is the corporate bank account. French law gives every company a powerful lever: “A droit \u00e0 l’ouverture d’un compte de d\u00e9p\u00f4t dans l’\u00e9tablissement de cr\u00e9dit de son choix, sous r\u00e9serve d’\u00eatre d\u00e9pourvu d’un tel compte en France”<\/a> (article L312-1 of the Monetary and Financial Code) \u2014 any individual or company domiciled in France that has no deposit account and has been refused one is entitled to the right-to-an-account procedure (droit au compte), under which the Banque de France designates a bank that must open the account. In practice, the procedure takes weeks, requires a written refusal letter, and only covers basic services \u2014 so treat it as a safety net, not a plan. The plan is to arrive at the bank with a file a compliance officer can say yes to: Kbis or filing receipt, statuts, full shareholder structure chart up to the humans, proof of the origin of funds, the foreign parent’s accounts, and a credible business explanation. Crypto-origin funds, opaque holding chains and sanctioned jurisdictions trigger enhanced reviews. Our crisis guides map both ends of the problem: what to do when your French corporate account is frozen or closed and how to recover the funds<\/a>, and the individual-side precedent of a refused account after Brexit and the Banque de France procedure<\/a>. Budget two to six weeks for account opening, keep the capital-deposit account distinct from the operating account in your planning, and never promise a French counterparty a payment date that depends on a bank file still under review.<\/p>\n The second structural cost is French corporate tax discipline. The headline is simple \u2014 “Le taux normal de l’imp\u00f4t est fix\u00e9 \u00e0 25 %”<\/a> \u2014 but the calendar around it is where foreign companies get fined: advance instalments (acomptes) during the year, the balance (solde) after year-end, separate filings for VAT, for the territorial economic contribution, for payroll charges, plus the annual general meeting that must approve the accounts within six months of year-end and the filing of those accounts with the greffe within one month (two if filed online). Miss the 30 June accounts deadline and the repair procedure is its own project, as our guide to a missed accounts deadline, late AGM and penalties<\/a> demonstrates, and the full year is mapped in our annual legal calendar for foreign companies in France<\/a>. Lose half your share capital to early losses and a second procedure starts \u2014 recapitalise, convert shareholder loans, or formally continue \u2014 detailed in our briefing on a subsidiary that has lost half its capital<\/a>. None of this is optional background: French tax and company registries talk to each other, and a company that files nothing anywhere gets struck, fined, then pursued through its directors.<\/p>\n The third cost \u2014 and the largest line in most first-year budgets \u2014 is people. Hiring your first French employee means a written contract adapted to French mandatory rules, a pre-hiring declaration (DPAE, d\u00e9claration pr\u00e9alable \u00e0 l’embauche) filed with URSSAF (the body that collects employers’ and employees’ social security contributions) before the first day, registration with occupational health and pension bodies, compliant payslips, and a total employer cost roughly 42 to 47 percent above gross salary once all contributions are included. The two classic foreign-founder mistakes are symmetrical: misclassifying a full-time worker as a freelancer to save charges \u2014 which triggers URSSAF reclassification, back charges and penalties, the exact scenario dissected in our guide to freelancer reclassification and how a foreign company contests it<\/a> \u2014 and mishandling the first dismissal, where French procedure ( summons letter, waiting periods, hearing, notification, severance at least equal to the legal minimum) applies from employee number one, as our walk-through of dismissing a first employee, procedure, severance and labour court risk<\/a> shows. Founders who will manage from abroad should also settle their own social security status early \u2014 French affiliation or posted-worker A1 certificate \u2014 the subject of our briefing on directors running a French company from abroad, A1 certificates and URSSAF risk<\/a> \u2014 and structure shareholder funding cleanly between capital and shareholder loans (comptes courants d’associ\u00e9s), whose recovery rules we detail in our note on recovering a blocked shareholder loan<\/a>. Price the hire fully loaded, declare before day one, and keep every payslip and contract where your accountant \u2014 and URSSAF \u2014 can find them.<\/p>\n Choosing between a SAS, a SARL, a branch and a subsidiary is not a formality to rush through on the Guichet unique; it is the decision that allocates your liability, your tax, your banking access and your freedom to bring investors in or force partners out. Take a SAS when you want tailor-made governance and investor-grade transfer clauses \u2014 and draft the agr\u00e9ment, pre-emption and exclusion clauses, because the Cour de cassation will enforce them exactly as written, including the targeted shareholder’s right to vote. Take a SARL when you want statutory locks and simplicity \u2014 and master the three-month agr\u00e9ment clock, because silence means consent. Take a branch only for a light, temporary footprint; as soon as France means contracts, staff, invoices or debt, incorporate a subsidiary and give it real capital. Then run the filing like a project: complete foreign documents with apostille and sworn translation, a serious registered office, a bank file a compliance officer can approve, a VAT position settled before the first invoice, and a first-year calendar that covers the 25 percent corporate tax instalments, the accounts approval deadline and the loaded cost of the first hire. Done in this order, France becomes what it should be for a foreign founder: an open market with demanding paperwork, not a trap. And when the file sticks \u2014 a rejected filing, a refused account, a reclassification, a blocked exit \u2014 a Paris business lawyer who reads your statuts before the dispute does is the cheapest insurance you will buy all year.<\/p>\n Setting up in France, choosing between a SAS, a SARL, a branch or a subsidiary, or unblocking a filing, a bank account or a first hire? Get a phone consultation within 48 hours with an attorney of the firm. Call +33 6 46 60 58 22<\/a> (Ma\u00eetre Reda Kohen) or write via our contact page<\/a>. We advise foreign founders and groups in English, in Paris and across \u00cele-de-France.<\/p>\n","protected":false},"excerpt":{"rendered":" Foreign founder hesitating between a SAS, a SARL, a branch or a subsidiary in France? Decision method on liability, tax and exits, Guichet unique filing, Kbis, VAT, bank account and first-year costs.<\/p>\n","protected":false},"author":251031309,"featured_media":16538,"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-2120542","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nB. Branch (succursale) or French subsidiary (filiale): who is liable, who pays tax, and who gets a bank account?<\/h3>\n
II. How does a foreign company register in France and secure its first year: Kbis, VAT, bank and payroll?<\/h2>\n
A. How do you file on the Guichet unique and get your SIREN, Kbis and French VAT number?<\/h3>\n
B. What does the first year really cost: corporate bank account, 25 percent corporate tax and the first hire?<\/h3>\n
Conclusion<\/h2>\n
Need a quick opinion on your case<\/h2>\n