Starting a business in France: the 4 administrative phases often misunderstood

For many US-based scale-ups, starting a business in France is the most robust and common way to build a strong local presence. While the French market offers incredible opportunities, the administrative landscape is often viewed through a lens of complexity. However, the process actually follows a clear, four-phase structure, from initial planning to final registration, based on French law.

The key to success is reconciling American operational practices with French legal requirements. Whether you are a tech firm or a retail giant, understanding these often-misunderstood steps is the first step toward a successful expansion.

The decision and legal structuring

Before any paperwork is filed in France, the process of starting a business in France begins in the United States.

The corporate resolution

The US parent company must formally approve the project. This requires a formal resolution from the board of directors or shareholders. This document must authorize the creation of the new subsidiary, approve its name, and appoint its corporate officer. In most French structures favored by US companies, this officer is known as the président.

Choosing the right structure: why SAS wins

One of the most critical decisions in starting a business in France is choosing the legal structure. For foreign groups and scale-ups, the SAS (Société par Actions Simplifiée) is overwhelmingly preferred.

• Liability: a subsidiary is a distinct legal entity (usually a SAS or SASU), meaning the parent company’s liability is generally limited to its capital contribution.
• Flexibility: the SAS offers immense flexibility in governance, allowing it to be much more easily aligned with US corporate structures than other French entity types.

Legal foundations and capital deposit

Once the strategic decision is finalized, the legal team focuses on building the “core foundations” of the new company.

Drafting the Bylaws (statuts)

The statuts are the company’s constitutional documents. They define:

• The subsidiary’s governance.
• The scope of the parent company’s power.
• The business purpose of the entity.

The Capital Deposit

A common point of confusion when starting a business in France is the capital deposit. You must open a professional bank account in the name of the future subsidiary and deposit the initial share capital.

Note: while the minimum capital for a SAS is technically symbolic (€1 minimum), the bank will issue an essential “certificate of fund deposit” required for registration.

Registered address and public notice

You must secure a physical registered address (siège social) in France. Once this is done, a mandatory notice must be published in a legal announcement journal (JAL) to inform the public that the company is being created.

Online registration via the “guichet unique”

Since 2023, the method for starting a business in France has been centralized online. All company formation formalities are now managed through the guichet unique platform, operated by the INPI.

The registration dossier

The final dossier submitted to the platform must include several certified documents:

• The signed bylaws.
• The certificate of fund deposit from the bank.
• The parent company’s certificate of incorporation or “Good Standing” (this often requires a sworn translation and legalization).
• Identity and non-conviction documents for the appointed corporate officer.

The K-bis Extract

Once the French commercial court (greffe) validates the file, they register the company and issue the K-bis Extract. This is the official “corporate ID card” in France and signifies that your business is legally active.

Immediate compliance obligations

Many entrepreneurs believe the journey of starting a business in France ends with the K-bis, but receiving this document actually triggers several immediate local obligations.

Tax and accounting

• Tax Registration: the subsidiary is immediately subject to corporate income tax (IS) and must register for VAT (taxe sur la valeur ajoutée).
• French GAAP: financial records must be maintained according to French GAAP. This requires a chart of accounts that is often very different from US GAAP.

HR and Labor Law

If you intend to hire, you must affiliate with mandatory social security organizations (URSSAF) before your first employee starts. This ensures your entity is compliant with French labor law from day one.

Summary checklist for US scale-ups

Why expert guidance is essential

Starting a business in France involves navigating specific regulatory requirements that do not exist in the US. Securing expert guidance is essential to ensure that your American operational practices are compliant with French law from the very beginning.

Through the collaboration of Impulsa and Orbiss, we bridge the gap between US ambitions and French regulatory reality. We help scale-ups manage everything from legal structuring and VAT registration to reporting and payroll.