Foreign company setting up in France: which documents need translating, and how?
By Keran Chaussard, administrator of the Directory of Sworn Translators of France — updated on
A foreign company opening a branch in France must file, on the INPI’s guichet unique (the French single online portal for business formalities), a certified copy of its current articles of association translated into French, an extract from its trade register less than three months old, translated if necessary, and the documents relating to its manager in France and its premises. If it instead creates a subsidiary (a French company), the articles of association are drafted in French, but the parent company must prove its existence and the powers of its signatory, with translated foreign documents.
The court registry requires a translation into French without always requiring it to be sworn; a translation by a court-appointed expert translator nevertheless avoids requests for further information and can also be used for the bank and other formalities. Depending on the country of origin, the register extract and powers must also be apostilled or legalised.
Branch, subsidiary or representative office: what the choice changes
| Form | What it is | Foreign documents to translate |
|---|---|---|
| Branch | An establishment with no separate legal personality, registered in the registre du commerce et des sociétés (French trade and companies register) in the name of the foreign company | Articles of association, register extract, decision to open the branch, powers of the manager |
| Subsidiary | A company under French law (SAS, SARL…) owned by the foreign company | Register extract and articles of association of the parent company as shareholder, powers of its signatory |
| Representative office | A simple presence with no commercial activity | Depending on the formalities (lease, bank, hiring); it can no longer be registered in the trade register |
Documents to provide for a branch
Registration is done exclusively online, on the guichet unique for business formalities operated by the INPI (French national institute of industrial property). The court registry requires in particular:
- a copy of the articles of association in force on the filing date, translated into French, certified as a true copy by the branch manager
- an extract from the company’s registration in a foreign public register, in original, less than three months old, translated if necessary
- proof of occupancy of the premises in France (lease, domiciliation agreement, recent invoice)
- for the manager in France: a valid identity document or residence permit, and a sworn statement of no criminal convictions
- for a regulated activity: the required authorisation or diploma
Requirements may vary from one court registry to another: some systematically ask for the decision of the company’s governing bodies opening the branch and appointing its representative.
Documents to plan for a subsidiary
The articles of association of the subsidiary, a French company, are drafted in French. But the parent company, as sole or majority shareholder, must prove:
- its existence: a recent extract from its register, translated
- the powers of the person signing the articles of association and the subscription deed on its behalf: board decision or power of attorney, translated and, depending on the country, apostilled or legalised
- its beneficial owners, who must be declared to the trade register
To open the bank account and deposit the share capital, the bank generally asks for the same documents, and sometimes a certified translation.
Does the translation have to be sworn?
The court registry requires a translation into French; it does not always require it to be produced by a court-appointed expert translator, and some accept a translation prepared by the company itself. In practice, a sworn translation has three advantages:
- it limits requests for further information, which are frequent in these files
- it can be reused for the bank, administrations, partners and any dispute
- it commits an identified professional to the accuracy of legal documents (corporate purpose, powers, share capital) in which the slightest error ends up in the register
Have the full, up-to-date articles of association translated, with their latest amendments, not an old version: the court registry compares the register extract with the articles of association.
Apostille or legalisation of foreign documents
Depending on the country of origin, a register extract or power of attorney issued abroad must be apostilled (countries party to the Hague Convention of 5 October 1961), legalised (other countries) or is exempt (certain bilateral agreements, and certain public documents between EU Member States). The apostille is obtained in the country of origin, before translation: the translator then translates the document and its apostille.
The director or manager is a foreign national
- EU, EEA or Swiss national: an identity document is enough.
- National of another country living in France: they must hold a residence permit allowing them to perform this role; the court registry checks the status shown on the permit.
- Director living abroad: they can manage a French company without a residence permit, but will need one if they come to live in France to perform the role.
To hire in France, the employment contract must be drafted in French, with a translation into the foreign employee’s language at their request.
Timing and common mistakes
- A register extract more than three months old at the time of filing, after the apostille and translation delays: order it last.
- Articles of association translated in an outdated version that does not match the register extract.
- The signatory’s power of attorney not apostilled or not translated.
- Choosing an unsuitable form: a liaison office can no longer be registered, and a commercial activity requires a branch or a subsidiary.
- Inconsistent translations between documents (company name, registered office address, directors’ names).
Entrusting the translation of a set-up file
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 complete file (articles of association, register extract, decisions, powers), the express file submission service lets you entrust everything to the Directory, which passes it to an expert used to company documents and ensures the translations are consistent with one another.
Frequently asked questions
- Which documents must a foreign company provide to open a branch in France?
- A certified copy of its articles of association in force translated into French, an extract from its register less than three months old translated if necessary, proof of premises, and the identity document and statement of no criminal convictions of the manager in France.
- Must the articles of association be translated by a sworn translator?
- The court registry requires a translation into French, without always requiring it to be sworn. A translation by a court-appointed expert nevertheless limits requests for further information and can be used for the bank and other formalities.
- Does the foreign register extract need an apostille?
- It depends on the country of origin: apostille for Hague Convention countries, legalisation for others, exemption in some cases. The apostille is obtained in the country of origin, before translation.
- What is the difference between a branch and a subsidiary for the documents?
- For a branch, it is the foreign company’s documents that are filed and translated. For a subsidiary, the articles of association are drafted in French, but the parent company must prove its existence and the powers of its signatory.
- Does a foreign director need a residence permit?
- If they live in France and are not an EU, EEA or Swiss national, yes. If they live abroad, they can manage the company without a residence permit.
- Can a liaison office be registered?
- No, a liaison office can no longer be registered in the trade register. A commercial activity in France requires a branch or a subsidiary.
Sources
- Infogreffe, “Immatriculation d’une succursale de société étrangère” (in French)
- LegalVision, “Ouverture de succursales en France : nouvelles procédures, exigences des greffes et points de vigilance” (in French)
- LegalVision, “Immatriculer une société étrangère en France : RNE et guichet unique” (in French)
- French Monetary and Financial Code, Article L. 561-46 (declaration of beneficial owners)
- French Labour Code, Article L. 1221-3 (language of the employment contract)
- Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents
