A foreign investor preparing to enter the French market often encounters a paradox: the registration process looks straightforward in official documentation, yet delays of several weeks are common when procedural requirements are not met precisely. Documents rejected by the greffe (commercial court registry) for minor formatting errors, notarised translations missing the correct apostille, and corporate names already reserved by domestic companies are among the most frequent causes of costly restarts. For a business racing to meet a contract deadline or secure a local partner, each setback carries a real commercial price.
Company formation in France requires registering a legal entity with the greffe du tribunal de commerce (commercial court registry) and obtaining a SIREN identification number through the French business registration system. Foreign investors must choose between principal entity types – most commonly the Société par Actions Simplifiée (SAS) or the Société à Responsabilité Limitée (SARL) – before preparing articles of association and a registered office address. The full process typically takes between two and six weeks, depending on document completeness and entity type.
This guide walks through every stage of French company formation: choosing the right structure, preparing the documentary package, navigating the registration procedure, and avoiding the pitfalls that most commonly affect international clients. A practical self-assessment checklist and decision framework are included at the end.
Choosing the right entity: SAS, SARL, and the alternatives
The first decision determines the entire subsequent procedure. French corporate legislation (the Code de commerce) provides several entity types for commercial activity. Two dominate the market for foreign investors: the SAS and the SARL.
The Société par Actions Simplifiée (SAS, simplified joint-stock company) is the structure most commonly selected by international businesses. It offers considerable flexibility in governance design. The articles of association can define decision-making rules, shareholder rights, and management authority with relatively few mandatory constraints. There is no cap on the number of shareholders. Minimum share capital is one euro, though in practice a higher amount signals financial credibility to French counterparties and banks. The SAS requires at least one président (president), who may be an individual or a legal entity – including a foreign company. This makes it particularly well-suited to wholly-owned subsidiaries of international groups.
The Société à Responsabilité Limitée (SARL, limited liability company) is the traditional vehicle for small and medium businesses. It is more regulated than the SAS: the number of shareholders (associés) is capped, profit-sharing rules are more rigid, and the management structure – led by a gérant (managing director) – is prescribed by legislation. For a foreign investor establishing a two- or three-person operational company, the SARL can work well. For a holding vehicle or a subsidiary requiring complex governance, the SAS is almost always preferable.
Other structures exist. The Société Anonyme (SA) is required for listed companies and for certain regulated sectors. The Société en Nom Collectif (SNC) imposes unlimited personal liability and is rarely chosen by foreign investors. The Société par Actions Simplifiée Unipersonnelle (SASU) is a single-shareholder variant of the SAS and is widely used for sole-founder ventures. The Entreprise Unipersonnelle à Responsabilité Limitée (EURL) is the single-member version of the SARL.
The choice between SAS and SARL has downstream consequences beyond governance. Social security treatment of managers differs between the two structures. Tax elections, dividend treatment, and the ease of bringing in future investors are all affected. A foreign investor who selects the wrong structure cannot always correct this without a costly restructuring. Specialists in French corporate law consistently advise making the structural decision before any documents are drafted.
For those also considering expansion into the Iberian market, a comparison with Portuguese formation procedures is instructive. Our guide to company formation in Portugal sets out the differences between civil law formation regimes across these two neighbouring jurisdictions.
Step-by-step: the French company registration process
French corporate registration follows a defined sequence. Each step has specific documentary requirements. Missing or defective documents at any stage restart the clock.
Step 1 – Reserve the company name (approximately one to three days)
The proposed company name must be checked for prior registration and trademark conflicts. A name search through the Institut National de la Propriété Industrielle (national industrial property institute) and the business register is advisable before committing any documentation to the chosen name. A rejected name after documents are prepared means re-drafting the articles of association and potentially re-notarising the package.
Step 2 – Establish a registered office (before document preparation)
Every French company must have a registered office (siège social) on French territory at the time of registration. This address appears in the company's public registration file. Options include a leased commercial premises, a domiciliation agreement with a business centre, or the personal address of a manager. The registered office address must be documented – a lease, a domiciliation contract, or a property title. A domiciliation contract from a recognised provider is the most common choice for newly forming foreign-owned companies that do not yet have physical premises.
Common error: providing an address that cannot be evidenced at the time of filing. The greffe will reject the application until documentation confirming the right to use the address is produced.
Step 3 – Draft and execute the articles of association (three to ten days)
The articles of association (statuts) are the constitutional document of the company. Under French corporate legislation, they must specify the company name, registered office, corporate purpose, share capital, number and type of shares, governance rules, and the duration of the company. For an SAS, the articles also define shareholder decision-making thresholds and any preferential rights. For a SARL, the statutory framework is less flexible but still requires careful drafting of the associé rights.
Foreign investors frequently underestimate this step. Translating a home-country template is not sufficient. French corporate legislation contains mandatory provisions that differ from common law articles of incorporation or German Gesellschaftsvertrag precedents. An articles document that omits a mandatory item will be rejected at registration. The corporate purpose clause – objet social – must be specific enough to describe the intended activities but broad enough to avoid restricting future operations.
The articles must be signed by all founding shareholders. If a shareholder is a foreign legal entity, its authorised representative must sign, typically evidenced by a board resolution or equivalent corporate authority document translated into French and, where required, apostilled.
Step 4 – Deposit the share capital (one to three business days)
Share capital must be deposited in a blocked bank account in the company's name before registration. French banking institutions are required to open a capital deposit account for this purpose. Although in practice some banks apply their own onboarding procedures that can extend the timeline by one to three weeks for non-resident investors. The bank issues a certificat de dépôt des fonds (certificate of capital deposit), which is required for the registration filing. This certificate is released to the company's bank account after the SIREN number is issued.
A non-obvious risk: some French banks require the company's articles of association before opening the deposit account, while the registration process requires the certificate before it will issue the SIREN number. Foreign investors should prepare their articles and banking approach in parallel, not sequentially.
Step 5 – Publish a legal announcement (one to two business days)
French corporate legislation requires the publication of a company formation notice in a journal d'annonces légales (authorised legal announcements journal) for the department where the registered office is located. The notice must contain specified information including the company name, form, registered office, corporate purpose, capital amount, and the identity of the manager or president. The journal issues a certificate of publication (attestation de parution), which must be included in the registration dossier.
Step 6 – Prepare and submit the registration dossier (one to five business days for assembly)
The complete registration dossier is filed with the greffe du tribunal de commerce (commercial court registry) – increasingly through the guichet unique (single digital window) operated by the Institut National de la Propriété Industrielle. The dossier must include:
- Signed articles of association (two originals)
- Certificate of capital deposit from the bank
- Certificate of publication in the legal announcements journal
- Proof of registered office (lease, domiciliation contract, or property title)
- Identity documents of the president or managing director
- Declaration of non-conviction and non-disqualification by the manager
- Corporate authority documents for any shareholder that is a foreign legal entity
Foreign corporate shareholders must provide a certified extract of their own commercial registration. equivalent to a company certificate of good standing. dated within three months of filing. Translated into French by a sworn translator (traducteur assermenté). Additionally, apostilled where the shareholder's home country is a party to the Hague Convention on apostilles.
Step 7 – Processing by the registry and issuance of the SIREN number (three to ten business days)
Once the dossier is accepted as complete, the greffe processes the application and issues the SIREN number (a nine-digit company identifier) and the extrait Kbis (official company registration extract). The extrait Kbis is the primary proof of company existence in France. It is required for opening a business bank account, entering contracts, and applying for regulatory licences.
For clients requiring legal support at this stage, our team provides comprehensive advisory on corporate law matters in France, including registration dossier review and liaison with the commercial court registry.
To receive an expert assessment of your company formation situation in France, contact us at info@ferrazwhitmore.com.
Documentary requirements for foreign investors: what is different
French registration authorities apply the same procedural rules to domestic and foreign applicants, but the practical burden falls more heavily on foreign investors. Three categories of additional requirements consistently cause delays.
Apostilles and certified translations
Documents issued by foreign authorities must generally be apostilled if the issuing country is a party to the Hague Convention. For countries that are not parties to the Convention, full legalisation through the French consulate in the country of origin may be required. Each document then needs a certified French translation. The translator must be registered on the list of sworn translators maintained by French courts of appeal. Translations by unregistered translators are rejected by the greffe.
A common oversight: foreign investors who obtain apostilles for their corporate documents but use non-sworn translators. The greffe rejects the package regardless of the apostille. The full package must be reassembled with a qualified translator, losing one to two weeks.
Shareholder resolutions and corporate authority chains
When a foreign company is the founding shareholder, the greffe requires evidence that the individual signing on its behalf has authority to do so. This means producing the relevant shareholder resolution or board decision authorising the creation of the French subsidiary and designating the signatory. The resolution must be translated and apostilled. If the foreign parent company is itself owned by another entity – a common holding structure – the authority chain must be documented at each level.
Under French corporate legislation, the board of directors (or equivalent governance body) of the foreign parent must adopt a specific resolution. A general power of attorney is not sufficient on its own. Practitioners in France consistently flag this as one of the most frequent sources of delay for cross-border formation mandates.
Identity verification requirements
All individuals appointed as officers of the new French company – president, managing director, or members of a supervisory board – must provide certified copies of their identity documents. For non-EU nationals, this typically means a certified copy of the passport. For EU nationals residing outside France, the identity document must be current and the certification must comply with the format accepted by the greffe.
The declaration of non-conviction (déclaration sur l'honneur de non-condamnation) must be signed personally by each officer. Where the officer is not French and does not reside in France, the declaration is often accompanied by a criminal records extract from the officer's country of residence, obtained within three months of filing.
Cost ranges and timeline overview
The direct costs of French company formation are modest relative to the commercial opportunity. Government fees for registration at the greffe run to several hundred euros depending on the entity type. Publication in the legal announcements journal costs between one and several hundred euros depending on the length of the notice and the department. Notarial fees apply where a notaire is involved – required for real estate contributions and certain SA formations, but optional for SAS and SARL formations where the capital is contributed in cash.
Professional fees for legal drafting, translation, and filing management vary considerably. International law firms operating in France charge at the higher end of the market. Smaller local practices offer lower rates but may have less experience with multi-jurisdiction formation structures. The total professional cost for a straightforward SAS formation with a foreign corporate shareholder typically runs into the low to mid thousands of euros.
The timeline, assuming all documents are prepared correctly on first submission:
- Name check and registered office arrangement: one to three days
- Articles drafting and execution: three to ten days (longer if foreign shareholder documents require apostille and translation)
- Capital deposit account opening: one day to three weeks (bank-dependent)
- Legal announcement publication: one to two days
- Registry processing: three to ten business days
Total from commencement to extrait Kbis: two to six weeks for a well-prepared dossier. Dossiers with errors or missing documents can take considerably longer. International clients who start the banking procedure late are the most common cause of avoidable delays.
For clients planning acquisitions alongside the formation, our team also advises on mergers and acquisitions transactions in France, including structuring the acquisition vehicle and post-closing integration.
Self-assessment checklist before you begin
Company formation in France is the right approach if the following conditions apply to your situation. Work through each item before instructing advisers or gathering documents.
Entity type selection
- Have you determined whether an SAS, SARL, SASU, or EURL best fits your governance needs and shareholder structure?
- Have you considered the social security and tax implications of the chosen entity type for your manager and shareholders?
- If you anticipate bringing in investors or granting employee equity, have you confirmed the SAS can accommodate the preferred instrument?
Document readiness
- Do all foreign corporate shareholders have a current commercial registration extract (within three months), translated by a sworn translator and apostilled?
- Has the relevant shareholder resolution or board decision authorising the French formation been drafted and executed?
- Are the identity documents of all proposed officers current and certified?
Operational readiness
- Is a registered office address secured and documented?
- Has the bank deposit account procedure been initiated – including any KYC onboarding required by the chosen bank?
- Has the corporate purpose clause been reviewed to ensure it covers all planned activities without being so broad as to raise compliance concerns?
When to seek legal advice immediately
The following situations consistently require specialist legal input before documents are prepared. First: any formation involving a shareholder resolution from a jurisdiction with complex apostille or legalisation requirements – including countries outside the Hague Convention. Second: formations where the intended corporate purpose involves a regulated activity (finance, insurance, healthcare, or food production), as prior regulatory approval may be required before or alongside registration. Third: any structure involving a non-cash capital contribution, as a commissaire aux apports (contribution auditor) must be appointed and a valuation report produced under French corporate legislation. Fourth: formations that are part of a larger cross-border restructuring, where the French entity's position within the group must be designed with tax and regulatory considerations in mind.
The Cour de cassation (Court of Cassation, France's highest civil court) has, in a line of decisions concerning corporate formation defects. Confirmed that a company with a void or irregular constitution may be subject to nullity proceedings. The risk of nullity, while rarely invoked, underscores the importance of correct documentation at the outset. Rectifying a defective formation after the fact requires a huissier de justice (judicial officer. Now known as a commissaire de justice) for service of process in certain proceedings, adding cost and delay to what should have been a straightforward procedure.
Frequently asked questions
Q: How long does company formation in France actually take for a foreign investor?
A: A well-prepared dossier submitted by a foreign corporate investor typically takes between two and six weeks from the start of document preparation to receipt of the extrait Kbis. The most common cause of delay is the banking step: some French banks require several weeks to complete KYC onboarding for non-resident shareholders before opening the capital deposit account. Starting the banking process at the same time as document preparation – rather than after – is the single most effective way to compress the timeline.
Q: Can a foreign company register a French subsidiary without having a local director?
A: Yes. French corporate legislation does not require the president of an SAS or the gérant of a SARL to be a French national or French resident. A non-resident individual or a foreign legal entity can serve as the management officer of a French company. However, having a locally based manager or representative in practice makes day-to-day operations considerably easier – including banking, contract execution, and dealings with French authorities. Engaging a lawyer in France with cross-border experience can help structure the management layer appropriately for your situation.
Q: Is it a common misconception that any notarised translation will be accepted by the French registry?
A: Yes – this is one of the most frequent errors. The greffe requires translations to be produced by a traducteur assermenté (sworn translator) registered with a French court of appeal. A notarised translation – where a notary certifies the translator's signature but does not certify the quality of the translation – is not the same as a sworn translation and will typically be rejected. Foreign investors should specifically request a sworn translation, not simply a notarised one, when commissioning translation services from their home jurisdiction. Working with a law firm in France that manages the translation process directly avoids this recurring issue.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our corporate law practice covers company formation, governance structuring, and cross-border transactions for international investors entering the French and broader European market. We combine Portuguese civil law expertise with English common law tradition – a dual perspective that is particularly valuable when advising clients whose home legal systems differ from the French civil law model. Our attorneys have advised on company formation and subsidiary establishment matters across civil law and common law systems in Europe, Latin America, and the Americas. The firm's Lisbon base provides direct access to EU regulatory systems, while our common law expertise supports enforcement and transactional strategies in English-speaking jurisdictions. As an international law firm in France advising on entry structures, we work with entrepreneurs, institutional investors, and in-house legal teams who need accurate, results-oriented support across multiple legal systems. To discuss your company formation in France, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.