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Incorporate a Subsidiary in France
Establish your French subsidiary with our corporate lawyers and paralegals who handle the entire process end-to-end: drafting the articles of association, structuring shareholding with the parent company, appointing the local manager, completing all mandatory filings, and delivering the official Kbis extract — your proof of registration in France.
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What is Subsidiary (“Filiale”) in France?
A subsidiary (filiale) is a company legally independent from its parent entity but controlled by it, typically through ownership of more than 50% of the shares. It enables a foreign group to operate locally in France under French law while maintaining its own legal personality, accounting, and tax identity.
Creating a subsidiary is the preferred method for establishing a long-term, credible presence in France. It reassures French partners, banks, and authorities that the business is a fully registered French company, while allowing the parent company to maintain control over strategy and capital.
Advantages:
Limited liability: The parent company’s financial exposure is limited to its capital contribution.
Full legal independence: The subsidiary has its own accounts, contracts, and obligations under French law.
Tax optimization: Profits are taxed in France, often benefiting from the EU parent-subsidiary regime (95% dividend exemption).
Commercial credibility: French banks and suppliers prefer dealing with local companies rather than foreign branches.
Strategic control: The parent company defines the capital structure, appoints management, and retains decision-making power.
A subsidiary is the ideal vehicle for foreign investors aiming to build a stable, long-term foothold in the French market while protecting group assets.
How to Incorporate a Subsidiary in France?
Forming a French subsidiary involves several steps, all of which our legal team manages seamlessly.
Here is how we proceed, step by step:
Gathering Essential Information
We collect all necessary details: the parent company’s identity and registration documents, the subsidiary’s future business name, purpose, registered address, share capital, and local manager’s details. Each item is verified for compliance with French corporate law and foreign investment rules.
Drafting the Legal Paperwork
Our lawyers draft the articles of association, the shareholder resolutions issued by the parent company, the manager or president appointment act, and the beneficial ownership declaration. We also prepare the legal announcement for publication in an official gazette.
Handling the Share Capital
We assist with opening a French corporate bank account or notary escrow account, depositing the share capital, and obtaining the capital release certificate.
Filing with the Registry
We assemble the incorporation dossier — including the bylaws, capital certificate, management appointments, and gazette proof — and submit it to the Commercial Court Registry (Greffe du Tribunal de Commerce) for registration.
Delivery of the Kbis
Once registered, you receive the Kbis extract, the French equivalent of a certificate of incorporation, along with certified copies of all legal documents.
Why Choose FrenchCo.lawyer?
Our process combines legal precision and operational efficiency. Every file is handled by registered French lawyers and trained corporate paralegals, ensuring compliance, accuracy, and peace of mind. With our support, your subsidiary is legally established, tax-compliant, and ready to operate — allowing your parent company to focus on strategic growth.
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What We Need From You to Incorporate Your French Subsidiary?
To incorporate your subsidiary efficiently, please provide:
Parent Company Documentation
Certificate of incorporation, recent extract from the trade register, articles of association, and board resolution authorizing the investment in France (all translated into French by a sworn translator if needed).
Key Company Details
The proposed name, business purpose (objet social), registered address in France (lease, domiciliation, or ownership proof), and desired share capital.
Local Management Information
Identity documents and proof of residence for the appointed manager (gérant) or president (président). Specific rules apply if the manager resides outside France.
Share Capital Contributions
Details of the capital contributions (cash or in-kind), and supporting evidence such as a bank deposit certificate or appraisal reports for contributed assets.
And Then?
Once these documents are received, our team finalizes the drafting, handles all filings with the Commercial Court Registry, and secures your Kbis extract — confirming that your subsidiary is officially incorporated in France.
Incorporate a Subsidiary– Simple Process, Clear Budget
Flat legal fee starting from €1 499 excl. taxes*
Additional mandatory costs: publication in the official gazette and Court registry filing fees
No hidden costs. No unpleasant surprises
Our promise: we are lawyers, not resellers of add-ons. That means:
All legal documents are personally drafted by licensed lawyers.
You receive transparent, tailored assistance — not template forms.
No extra charges or unnecessary “options” — just clear, compliant service.
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Company Expansion in France
Fast and coordinated process: From document preparation to Kbis delivery, our legal team handles each step efficiently.
Legally compliant documents: Every act and filing is prepared by licensed French lawyers in full compliance with current regulations.
Structured for stability: Your subsidiary is organized to meet French law and fit your group’s structure for long-term consistency.
Expert oversight: All work is reviewed by French lawyers and paralegals to ensure accuracy and accountability.
Let us handle your subsidiary’s legal setup, while you focus on building your operations in France.
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Understanding the Incorporation of a French Subsidiary
Can a foreign company create and manage a French subsidiary?
Yes. Any foreign company — whether from the EU or outside — can freely create and own 100% of a French subsidiary. The parent entity may be a corporation, LLC, partnership, or other form, and it can act as the sole shareholder or hold a majority stake.
There are no restrictions on foreign ownership in most sectors, but specific rules apply for activities related to defense, public security, or critical technologies, where prior authorization from the French Ministry of the Economy may be required.
1. Management by Foreign Nationals
The subsidiary’s manager or president can be a foreign national.
- If residing abroad, no residence permit is required.
- If residing in France, the manager must comply with French immigration and residence rules, depending on nationality (EU or non-EU).
2. EU, EEA, and Swiss Nationals
Citizens of the EU, EEA, and Switzerland may act as company directors without any permit. If they move to France, they simply register their residence at the local mairie (town hall) — no visa or residence card required.
3. Non-EU Nationals
Non-EU directors who wish to live in France must hold a valid residence permit allowing business activity, such as:
- One-year “entrepreneur/profession libérale” card, renewable.
- Four-year multi-year card, after the first year of residence.
- Talent passport (up to 4 years) for investors or group executives.
Operating without the correct permit may lead to administrative penalties and exclusion from French territory.
4. Registration
Regardless of nationality, the appointment of directors must be filed with the Registre du Commerce et des Sociétés (RCS) once all identity and authorization formalities are complete.
What is the minimum capital required for a French subsidiary?
There is no legal minimum capital under French law. The parent company freely sets the share capital in the bylaws — it may be as low as €1.
However, practical and strategic considerations apply:
- Credibility: Subsidiaries under-capitalized at €1 often face difficulties opening bank accounts or obtaining credit.
- Risk of undercapitalization: If equity falls below half of the stated capital, shareholders must decide whether to recapitalize or dissolve (Article L.223-42 of the Commercial Code).
- Gradual payment: Only 20% of cash capital must be paid at incorporation, the rest within five years.
In practice, most subsidiaries are incorporated with a capital between €4,000 and €10,000 to project financial stability and reassure partners.
Where can the registered office (siège social) of a subsidiary be located?
The registered office determines the company’s jurisdiction, tax center, and registry. It must be declared upon incorporation. Common options include:
- Premises owned or rented by the subsidiary: A property deed or lease agreement is required.
- Parent company’s premises: The subsidiary can share the same address, provided it has legal right of occupancy and independent operations.
- Domiciliation company: Licensed domiciliation firms offer prestigious addresses and administrative services.
- Manager’s residence: Temporary use (up to 5 years) may be allowed if permitted by local zoning and co-ownership rules.
Non-compliance (e.g., expired domiciliation, prohibited residential use) can lead to strike-off from the RCS or fines.
In short, the registered office can be established at home, in owned or rented offices, or via a domiciliation service, depending on strategic and legal needs.
What are the social security contributions for subsidiary directors?
The director’s social status depends on the company’s structure:
- SARL-type subsidiary (manager or “gérant”)
- Majority manager → self-employed scheme (TNS)
- Minority manager → assimilated employee, contributing under the general regime (except unemployment)
- SAS-type subsidiary (president or director)
- Always under assimilated employee status.
- Contributions similar to salaried executives, providing stronger social protection but at a higher cost.
- Foreign-resident directors
- EU/EEA/Swiss residents may remain under their home system with an A1 certificate.
- Non-EU residents are generally subject to French contributions unless exempted by a bilateral treaty.
How does a subsidiary differ from a branch (succursale)?
Aspect | Subsidiary | Branch (Succursale) |
Legal Status | Independent French legal entity | No separate legal personality |
Liability | Parent liability limited to capital invested | Parent fully liable for all obligations |
Taxation | Pays French corporate tax as a local company | Parent taxed in France on branch profits |
Governance | Local directors, independent accounting | Managed directly by parent company |
Credibility | Preferred by banks, partners, and clients | Often seen as a temporary structure |
Formalities | Full incorporation with bylaws and capital | Simple registration, no capital required |
In summary, a subsidiary provides legal independence and better long-term credibility, while a branch is easier to set up but exposes the parent company directly to French liabilities.
What is the difference between a subsidiary and a joint venture?
A subsidiary is wholly or majority-owned by a single parent company.
A joint venture is jointly owned by two or more partners (often from different countries) sharing control, capital, and profit.
Subsidiaries ensure full strategic control, while joint ventures enable shared investment and local expertise. The choice depends on whether the group seeks total control or cooperation with local partners.
What accounting and reporting rules apply to French subsidiaries?
Subsidiaries must comply with French GAAP (Plan Comptable Général) and submit annual financial statements to the Commercial Court Registry (Greffe).
Mandatory filings include:
- Annual accounts (balance sheet, profit & loss, annex).
- Statutory management reports (for SARL or SAS forms).
- Beneficial ownership declaration (RBE).
Companies of significant size may also need a statutory auditor (commissaire aux comptes) if they exceed two of these thresholds:
- Turnover > €8 million
- Total assets > €4 million
- Average staff > 50 employees
What taxes apply to a French subsidiary?
A French subsidiary is an independent company subject to French taxation. It pays taxes on profits generated in France, even if controlled by a foreign parent.
1. Corporate Tax (IS – Impôt sur les Sociétés)
By default, subsidiaries pay corporate tax at the following rates (2025):
- 15% on the first €42,500 of taxable profits (if conditions met: capital fully paid, turnover ≤ €10M, 75% shares held by individuals or small companies).
- 25% on profits above that threshold.
2. Parent-Subsidiary Regime
If the parent company holds at least 5% of the shares and commits to holding them for two years, 95% of dividends received from the subsidiary are exempt from corporate tax, under the EU parent-subsidiary directive or French domestic law.
3. VAT and Local Taxes
- VAT (TVA): 20% standard rate (with reduced rates for specific goods/services).
- CFE (Cotisation Foncière des Entreprises): Local business tax, due yearly based on office space.
- CVAE: Abolished since 2024.
4. Withholding Tax on Dividends
Dividends paid abroad may be subject to withholding tax, reduced or eliminated under double-taxation treaties. Within the EU, distributions are generally exempt.
Set up Your French Subsidiary
Let our French lawyers and paralegals manage the entire incorporation process for you — from drafting to registration.
More About Incorporation of a French Subsidiary
Can a foreign company be the shareholder?
Yes. A French subsidiary can be entirely or partly owned by a foreign company. It remains legally distinct, with its own Kbis, bank account, and tax identity, ensuring clear separation of liabilities and profits.
What documents will I need?
You’ll need the parent company’s incorporation certificate, articles of association, power of attorney, proof of the registered office in France, and identification for the appointed director.
Do I need statutory auditor?
A statutory auditor is only required if the subsidiary exceeds at least two of the following: €4 million in assets, €8 million in turnover, or 50 employees.
How long does incorporation take?
Once all documents are ready, the process generally takes 5 to 10 working days, including filing and registry validation.
Can I incorporate remotely?
Yes. You can incorporate a French subsidiary without traveling. All signatures and filings can be completed digitally through a power of attorney.
What are the typical costs?
Our legal fee starts from €1 499 excluding taxes, plus mandatory publication and court registry fees, which vary slightly by region.
What about beneficial ownership (UBO) and compliance?
A UBO declaration must be filed to identify any individual owning or controlling more than 25% of the company. Our lawyers prepare and file it as part of the incorporation process.
Can I change the company’s legal form later?
Yes. You can convert your subsidiary into another structure (for example, from SAS to SARL) if your business evolves.
