Translating a contract or employment contract: language, legal value and sworn translation
By Keran Chaussard, administrator of the Directory of Sworn Translators of France — updated on
Between businesses, a contract may be drafted in any language; where it exists in several languages, a clause must then state which version prevails. An employment contract performed in France, however, must be written in French, and a foreign employee may ask for a translation into their own language (Article L. 1221-3 of the French Labour Code). A clause written only in a foreign language may be held unenforceable against the employee.
A sworn translation is needed when the contract is produced before a court, an administration or a foreign body: litigation, a visa or residence permit application, a posting abroad, setting up a subsidiary. For a contract being negotiated or signed, a professional non-sworn translation is often enough, provided everyone knows which version binds the parties.
Which documents are concerned?
| Document | Common use | Sworn translation |
|---|---|---|
| Commercial, distribution, licence or transfer agreement | Litigation, registration abroad, audit | For official or court use |
| Employment contract, amendment | Visa or residence permit, posting, employment tribunal | Often required |
| Payslips, employer certificate, certificate of employment | Visa, loan, recognition of experience, pension | Depends on the body |
| Non-disclosure agreement, terms and conditions | Negotiation, information | Rarely |
| Job offer, offer letter | Employee or talent residence permit | Depends on the préfecture or consulate |
Contracts between businesses: which language, which version prevails?
Between professionals, the language of the contract is free. Problems arise when a contract exists in two languages without stating which one prevails: in the event of a discrepancy, each party relies on the version that suits it. Three precautions avoid this risk:
- a language clause designating the authoritative version
- a translation by a professional familiar with the law of both countries, not a machine translation hastily checked
- translation of the schedules, often forgotten even though they contain prices, specifications or penalties
Contracts with consumers or public bodies in France are subject to stricter rules on the use of French (Law No. 94-665 of 4 August 1994, known as the Toubon Law).
Employment contracts: French is compulsory
Article L. 1221-3 of the French Labour Code requires a written employment contract to be drafted in French. It also provides that:
- where the job can only be described by a foreign term with no French equivalent, the contract gives an explanation of it in French
- where the employee is a foreign national, a translation of the contract into their language is drawn up at their request; both texts are equally authoritative in court, and in the event of a discrepancy, only the text in the employee’s language can be relied on against them
- the employer cannot rely, against the employee, on clauses of a contract concluded in breach of these rules
More generally, documents containing obligations for the employee or provisions needed to perform their work must be written in French (Article L. 1321-6 of the French Labour Code). The French Court of Cassation thus held that targets determining an employee’s variable pay, written only in English, could not be relied on against the employee (Social Chamber, 2 April 2014, No. 12-30.191).
When is a sworn translation required?
- Litigation: a foreign-language contract produced before a commercial court, an employment tribunal or a foreign court. A translation by a court-appointed expert avoids argument over the meaning of the clauses.
- Residence permit or visa: an employment contract, job offer or certificate from a foreign employer required by the préfecture or a consulate.
- Posting or expatriation: contract, posting amendment and payslips required by the host country’s authorities.
- Social security procedures: foreign certificates of employment and payslips used to prove experience or pension rights.
- Company formalities: contribution agreements, shareholders’ agreements or share transfers to be filed with a foreign authority.
For use abroad, the translation may need to be legalised or apostilled: the expert’s signature is then certified first. For a private contract, it is first the parties’ signatures that must be certified if the foreign authority requires an apostille on the contract itself.
Who should translate a contract?
A contract is not translated word for word: “warranty against liabilities”, “penalty clause”, “force majeure”, “non-compete” or “probationary period” are governed differently from one legal system to another. For a contract with legal effect, choose a court-appointed expert translator with experience in contract law or employment law of the country concerned, and give them the context: which law applies, which version will prevail, and what the translation is for.
Common mistakes
- Signing a bilingual contract without a language clause.
- Giving an employee in France pay documents only in English.
- Producing an in-house translation in court that the other side will challenge.
- Forgetting schedules and amendments, which often change the balance of the contract.
- Using a machine translation for a binding contract.
Finding a translator for a contract
The Directory of Sworn Translators of France lets you search for a court-appointed expert translator by language, département, region and court of appeal. For a complex contract, a large volume or a rare language, the express file submission service lets you entrust the request to the Directory, which passes it to an expert used to legal documents.
Frequently asked questions
- Can an employment contract be written in English in France?
- No: a written employment contract must be drafted in French. A foreign employee may also ask for a translation into their own language (Article L. 1221-3 of the French Labour Code).
- Which version prevails between a contract and its translation?
- The one designated by the contract’s language clause. For an employment contract, in the event of a discrepancy, only the version in the employee’s language can be relied on against them.
- Does an employment contract need a sworn translation?
- When it is produced before a court, a préfecture, a consulate or a foreign administration, usually yes.
- Must a commercial contract be in French?
- Between professionals, no: the language is free. Stricter rules apply to contracts with consumers or public bodies.
- Do payslips need translating for a visa?
- If the authority requires them in its language, yes, often by a sworn translator. Check the consulate’s list.
Sources
- French Labour Code, Article L. 1221-3 (language of the employment contract) (in French)
- French Labour Code, Article L. 1321-6 (documents given to employees)
- French Court of Cassation, Social Chamber, 2 April 2014, No. 12-30.191 (LégiSocial commentary) (in French)
- Law No. 94-665 of 4 August 1994 on the use of the French language
- Law No. 71-498 of 29 June 1971 and Decree No. 2004-1463 of 23 December 2004 on court-appointed experts
