You live in London, New York, Dubai or Singapore. A French client wants an invoice with French VAT. A French hire asks for a payslip. A bank asks for a Kbis. Friends tell you to open a SAS. Others swear by the SARL. Your accountant at home suggests a branch of your existing company to save money. Each option changes who signs, who pays social charges, who is liable when cash runs short, and how fast you can sell or close. Choose the wrong vehicle and you pay twice: once to register, once to fix.<\/p>\n
This guide answers the question foreign founders ask every week: SAS or SARL or branch or subsidiary, and what changes because you live abroad. It is written for a business reader. Every French acronym is explained. Every decisive statement is tied to the statute or court decision that supports it, with an official link you can open. The companion hub Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire<\/a> covers the bank, Kbis extract, VAT number and first hire in practical order. This piece decides the vehicle itself, then follows it through registration, share transfers and failure.<\/p>\n French law starts from a simple contract idea. Article 1832 of the Civil Code<\/a> states: “La soci\u00e9t\u00e9 est institu\u00e9e par deux ou plusieurs personnes qui conviennent par un contrat d’affecter \u00e0 une entreprise commune des biens ou leur industrie en vue de partager le b\u00e9n\u00e9fice ou de profiter de l’\u00e9conomie qui pourra en r\u00e9sulter.” In English: a company is created by persons who agree to put assets or work into a common enterprise to share profit. From that root, commercial companies gain a separate legal person only upon registration. Article L. 210-6 of the Commercial Code<\/a> states: “Les soci\u00e9t\u00e9s commerciales jouissent de la personnalit\u00e9 morale \u00e0 dater de leur immatriculation au registre du commerce et des soci\u00e9t\u00e9s.” Until the entry in the Registre du commerce et des soci\u00e9t\u00e9s (RCS, the trade and companies register kept by the greffe, the court clerk office), there is no French person to hire, invoice or borrow. Anyone who acts before that date acts personally. That single sentence explains most disputes in this guide.<\/p>\n A subsidiary is a French company owned by your foreign company. A branch, called a succursale, is not a separate person. It is the same foreign company operating on French soil, registered as an establishment. That distinction drives tax, hiring, banking and liability. Founders who confuse the two learn the difference from a tax notice or a labour court summons.<\/p>\n The SAS, soci\u00e9t\u00e9 par actions simplifi\u00e9e, is the flexible joint-stock vehicle. Article L. 227-1 of the Commercial Code<\/a> states: “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.” Losses stay inside the company up to contributions. One person alone can form a SASU, the one-member SAS. The statute then leaves organisation to the contract: Article L. 227-5<\/a> states: “Les statuts fixent les conditions dans lesquelles la soci\u00e9t\u00e9 est dirig\u00e9e.” You write who decides, by which majority, with which veto, which board, which transfer lock-up. The outside world sees one face: Article L. 227-6<\/a> states: “La 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.” And: “Le pr\u00e9sident est investi des pouvoirs les plus \u00e9tendus pour agir en toute circonstance au nom de la soci\u00e9t\u00e9 dans la limite de l’objet social.” The president binds the company even beyond the corporate purpose unless the third party knew. For a founder abroad, that means the Paris president can sign a lease, open the hiring file and answer URSSAF, the social contributions collector, while you keep strategic control through tailored articles.<\/p>\n The SARL, soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, is the closed limited company. Article L. 223-1 of the Commercial Code<\/a> states: “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.” Same limited-liability promise, but the statute writes the rules for you. Management belongs to one or more g\u00e9rants, individual managers: the opening words of Article L. 223-18<\/a> say the SARL is managed by physical persons, appointed by the shareholders. Transfers to outsiders need collective consent, employees turned partners follow the same lock, and the majority rules of Article L. 223-29<\/a> apply by default. Where the SAS lets a foreign holding design bespoke governance, the SARL offers a tested frame that banks, landlords and French hires read without effort. Solo founders use the EURL, the one-member SARL, with model articles set by decree.<\/p>\n Choose the SAS when you plan several investor rounds, different share classes, vesting for a Paris manager, or a future sale of a majority block. The articles can create preference shares, inalienability clauses and exclusion clauses that a SARL handles poorly. Choose the SARL or EURL when the circle is small and stable, often family or two partners, when you want statutory protection against an outside buyer entering without consent, and when you accept standard governance to keep drafting costs down. Both are subject to French corporate income tax under Article 206 of the General Tax Code<\/a>, which states that limited companies “sont passibles de l’imp\u00f4t sur les soci\u00e9t\u00e9s, quel que soit leur objet, les soci\u00e9t\u00e9s anonymes”, alongside SARLs and SASs. Both need a SIREN number from INSEE, registration at the Registre national des entreprises (RNE, the national enterprise register fed through the Guichet unique, the single online filing portal run for the State), a Kbis extract as birth certificate, publication in the BODACC, the official bulletin of civil and commercial announcements, and affiliation to URSSAF for payroll.<\/p>\n The branch looks cheaper because there is no capital to deposit and no French articles to draft. Do not confuse price with cost. A branch has no Kbis of its own as a separate company, no shield between Paris losses and the London or Delaware balance sheet, and no French shares to sell later. The foreign company remains the employer, the VAT person and the defendant. A subsidiary, SAS or SARL, hires in its own name, files its own liasse fiscale, and keeps the parent at a distance unless a judge finds a reason to cross that distance, examined in Part II. When the French activity is durable, staffed and revenue-generating, banks prefer a subsidiary with deposited capital, landlords prefer a subsidiary with a Kbis, and buyers prefer shares they can purchase. Keep the branch for testing the market with one travelling executive and no local hiring. Move to a subsidiary once you sign a French lease, hire a French resident or invoice French clients regularly. That threshold also matches where the tax administration starts asking whether you have a permanent establishment in France, with corporate tax and VAT to account for locally.<\/p>\n From abroad, registration is electronic and strict. Article L. 123-33 of the Commercial Code<\/a> channels every creation, change or closure through a single electronic file lodged with the designated body, the Guichet unique operated through the INPI, the National Institute of Industrial Property. The file then counts as a declaration to each recipient once complete. In practice the foreign founder uploads proof of identity, proof of the French address, draft articles, the capital deposit certificate from the bank, the declaration of the director and the publication notice for the legal announcement journal. The greffe of the commercial court checks, the RCS records, INSEE issues SIREN and SIRET, and the Kbis follows. Service-public.fr and the INPI describe the same sequence for foreign nationals: no prior residence permit is needed to be a shareholder, while a non-European director who will manage from France needs a valid residence and work basis, a point for the desk-britannique team when the founder also relocates.<\/p>\n Capital deserves a pause. Since the early 2000s both SAS and SARL can be formed with one euro, but a symbolic amount sends a weak signal to banks, suppliers and the landlord of your Paris office. Deposit the funds on a blocked account, obtain the certificate, then release after the Kbis. If the bank delays because you have no French proof of address, use the deposit route described in the hub article and do not sign the commercial lease in your personal name to save time. Anything signed before the RCS entry is signed by you, not by the company.<\/p>\n That timing rule produces the most painful calls this firm receives. Founders sign an office lease or a service contract for SAS in formation while the file is pending, then assume the Kbis cures everything. The Cour de cassation has tightened and then refined this area. In its leading recent ruling, Commercial Chamber, 29 November 2023, No. 22-18.295, published at Cour de cassation, 29 November 2023, No. 22-18.295<\/a>, the Court recalls: “Il r\u00e9sulte de ces textes que les soci\u00e9t\u00e9s commerciales jouissent de la personnalit\u00e9 morale \u00e0 dater de leur immatriculation au registre du commerce et des soci\u00e9t\u00e9s.” It adds the well-known corollary drawn from Article L. 210-6<\/a>: persons who acted in the name or on behalf of the company in formation remain jointly and indefinitely liable unless the company, once registered, takes over the commitment, which is then deemed made by the company from the start. The 2023 decision reshapes the proof: the Court now asks trial judges to look at all circumstances, inside and outside the deed, for the common intent that the act was concluded in the name or on behalf of the forming company and could then be taken over. A lease that merely names a SAS in formation next to individual founders, without stating that the founders act in its name or on its behalf, remains exposed. The fix is drafting discipline: write, acting in the name and on behalf of SAS [name] in formation, and list each pre-registration act with the resulting commitment in an appendix as Article R. 210-6 of the Commercial Code<\/a> organises for share companies, annex it to the articles, sign, register, and let signature of the articles carry the takeover once the RCS entry arrives. Also keep the takeover decision in a dated minute after the Kbis for acts signed between signature of the articles and registration.<\/p>\n Paris and Ile-de-France add practical layers that justify a section here rather than a separate local page. The competent greffe follows the registered office: Paris for Paris, Nanterre, Bobigny or Creteil for the inner ring. Commercial leases in Paris routinely demand a personal guarantee from the foreign parent, a deposit of six months for premium streets, and proof of professional insurance before keys. Processing times at the Paris greffe lengthen in September and January. Prepare a French address that accepts registered mail, a director reachable by the court, and an English sworn translation of the parent company documents where the clerk asks. Labour and tax offices that will visit are also Parisian: the Dreets for postings, the Service des impots des entreprises for the local branch of the tax office, and URSSAF Ile-de-France for payroll. Build those addresses into your calendar from day one.<\/p>\n Founders pick SAS for fluid transfers, then discover that fluid means contractual, not automatic. In a SAS, transfers follow the articles: approval clause, pre-emption right, inalienability for up to ten years, exclusion and forced sale. If the articles say nothing, shares pass with a simple transfer order and notice to the company. That latitude helps a foreign holding that wants to bring in a US fund or sell the whole French block. It also means a careless template leaves you with no shield when a co-founder sells to a competitor. Read the articles before the Kbis, because amending them later needs the majority the articles themselves set, and a hostile minority can block the repair.<\/p>\n In a SARL, the statute locks the door. Article L. 223-14 of the Commercial Code<\/a> provides: “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.” The project must be notified to the company and to each shareholder. Then: “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.” Silence for three months counts as yes. The Cour de cassation enforces that deadline strictly. In Commercial Chamber, 2 April 2025, No. 23-23.553, published at Cour de cassation, 2 April 2025, No. 23-23.553<\/a>, the Court states: “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.” It then holds that the fifteen-day minimum for written consultation cannot extend the three-month period, that the manager who knew the deadline should have organised the vote earlier, and that a late refusal dated after the three months fails. For a founder abroad, the lesson is operational: notify by a traceable channel, diary the three-month date from the last receipt, chase the g\u00e9rant in writing, and treat a late refusal as deemed consent to be enforced, while keeping the expert valuation route of Article 1843-4 of the Civil Code ready if the company refuses in time and must buy or find a buyer within three further months.<\/p>\n Transfers between living persons are not the only exit. Death, divorce, pledge enforcement and a shareholder loan turned into equity all move French shares. Check the articles for approval on succession, for pledge notification, and for the price formula on exclusion. A branch has nothing to transfer: the foreign company sells its French business assets or assigns contracts one by one, with employee transfer rules and landlord consent. That illiquidity is a further reason growth businesses prefer a subsidiary with shares a buyer can acquire in one deed.<\/p>\n Limited liability protects shareholders who pay their capital and respect the entity. It does not protect managers who trade while insolvent, mix personal and company money, or let mandatory filings slide. When a French liquidation shows a shortfall, Article L. 651-2 of the Commercial Code<\/a> states: “Lorsque la liquidation judiciaire<\/a> d’une personne morale fait appara\u00eetre une insuffisance d’actif, le tribunal peut, en cas de faute de gestion<\/a> ayant contribu\u00e9 \u00e0 cette insuffisance d’actif, d\u00e9cider que le montant de cette insuffisance d’actif sera support\u00e9, en tout ou en partie, par tous les dirigeants de droit ou de fait, ou par certains d’entre eux, ayant contribu\u00e9 \u00e0 la faute de gestion.” Simple negligence alone does not trigger this action, but late filing for cessation des paiements, the legal state of being unable to meet due debts with available assets, continued loss-making orders, missing accounts, or use of company funds for the parent without documentation can. A director living abroad is judged by the same standard. Distance explains nothing. Courts look at bank statements, filing dates at the greffe, minutes of decisions to continue, and messages showing who decided to keep trading.<\/p>\n The foreign parent faces three separate paths. First, as a de facto manager where Paris emails show the parent decided hiring, pricing and payments while the French president signed without review, the parent can be treated as a shadow director for the shortfall action. Second, as a shareholder that stripped cash through undocumented current-account withdrawals, the liquidator can seek repayment and challenge the transfers. Third, as a company that confused assets, for example one bank login, one team, one stock for two entities, the court can extend the procedure for confusion of estates. A branch collapses all three into one from the start, because the debtor is the foreign company itself. French suppliers sue the branch, serve at the Paris address, and enforce against the foreign balance sheet within European rules or exequatur beyond. Founders who wanted a light footprint discover an unlimited one.<\/p>\nI. Should You Set Up a French SAS or SARL, or Can a Foreign Branch Handle Hiring and Invoicing?<\/h2>\n
A. Do You Need a French SAS, a SARL or Is a Branch Enough to Hire and Invoice in France?<\/h3>\n
B. How Do You Register From Abroad and When Does Your French Company Legally Exist?<\/h3>\n
II. What Goes Wrong After You Choose: Selling Shares, Paying Debts and Closing Down?<\/h2>\n
A. Can You Sell or Transfer Your French Shares From Abroad Without the Other Partners Blocking You?<\/h3>\n
B. Who Pays When the French Vehicle Collapses: Can Creditors Chase the Foreign Parent or Director?<\/h3>\n