1. The decision and legal structuring
Before any paperwork is filed in France, the process begins in the United States.
The corporate resolution
The US parent company must formally approve the project. This requires a resolution from the board or shareholders authorizing the creation of the new subsidiary, approving its name, and appointing its corporate officer — known in most French structures as the président.
Choosing the right structure: why SAS wins
- Liability. A subsidiary is a distinct legal entity (usually a SAS or SASU); the parent's liability is generally limited to its capital contribution.
- Flexibility. The SAS offers immense governance flexibility, allowing it to be much more easily aligned with US corporate structures than other French entity types.
2. Legal foundations and capital deposit
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, and the business purpose of the entity.
The capital deposit
You must open a professional bank account in the name of the future subsidiary and deposit the initial share capital. 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. A mandatory notice must then be published in a legal announcement journal (JAL) to inform the public that the company is being created.
3. Online registration via the Guichet Unique
Since 2023, all company formation formalities are managed through the guichet unique platform, operated by INPI.
The registration dossier
- The signed bylaws.
- The certificate of fund deposit from the bank.
- The parent company's certificate of incorporation or "Good Standing" (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 — the official "corporate ID card" in France that signifies your business is legally active.
4. Immediate compliance obligations
Tax and accounting
- Tax registration. The subsidiary is immediately subject to corporate income tax (IS) and must register for VAT.
- French GAAP. Financial records must be maintained according to French GAAP, with 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 URSSAF before your first employee starts. This ensures your entity is compliant with French labor law from day one.
Why expert guidance is essential
Starting a business in France involves navigating specific regulatory requirements that do not exist in the US. Expert guidance ensures that your American operational practices are compliant with French law from the very beginning — and that the four phases run in sequence, not in crisis.