Running a French company from abroad: it is your registered office that must be in France, not you

You live in Berlin, in Lisbon or in London, and you want a French company. The first question that comes to mind is almost always the wrong one: « am I allowed to? » It was settled long ago, and in the most summary way imaginable — by emptiness.

The right question is not about you

No company form governed by the general law makes being a shareholder or a corporate officer subject to any condition of nationality or residence. The administration says so plainly: « it is possible to run a company in France, that is to say to become a corporate officer, without residing in France » (entreprendre.service-public.gouv.fr, fiche F36620, checked on 1^st June 2026 — an administrative source, useful but not binding).

What does constrain lies elsewhere, and it is a constraint of the register, not of the person. Article L. 123-1, I, 2° of the code de commerce reserves registration « as a company » to companies whose registered office is in a French département. And Article L. 123-11 does not ask for an address: it asks for proof of the right to use (« jouissance ») the premises where the business establishes that registered office. Two words that will govern everything else.

Hence the sentence that sums up this article: it is not you who must be in France, it is your registered office. Your personal home abroad is not in competition with it — it is declared to the register as one more item of information, and the two coexist without the slightest contradiction.

One reservation, all the same. This reasoning holds for the forms governed by the general law. The société en nom collectif gives all of its partners the status of trader, and sociétés d'exercice libéral follow the rules of their profession: in both of those cases, check before committing yourself.

A graveyard of repealed texts, which the web still describes

If you search online, you will come across the « carte de commerçant étranger » (the foreign trader's card), a « prior declaration to the préfecture », and articles cited by number with great confidence. All of that is dead, and has been for a long time.

The chapter of the code de commerce entitled « Des commerçants étrangers » no longer contains a single article in force — neither in the legislative part nor in the regulatory part. Articles L. 122-1 and L. 122-2, which carried the prior declaration, were repealed by loi n° 2014-1 du 2 janvier 2014. The regulatory articles followed with décret n° 2007-750 du 9 mai 2007, then décret n° 2021-632 du 21 mai 2021 cleared away the last of them. Seven years between the repeal of the statute and the final sweep: it is precisely that gap which explains the longevity of out-of-date content.

And for a German, a Spaniard or an Italian, the 2014 repeal changed nothing at all: the text of the day already expressly exempted them. They never had to complete that formality.

What triggers a residence permit is neither your passport nor your directorship

The trigger is neither nationality, nor the holding of shares, nor the position of director. It is the actual and habitual pursuit of an activity on French soil, and only for a national of a third country. The CESEDA attaches the right to carry on an activity to the holding of a permit by a foreign national residing on the territory (art. L. 414-10): it governs residence, and says nothing about someone who does not enter.

Watch one word: the table says company. For a national of a third country, an individual business (entreprise individuelle) — the micro regime included — presupposes residing in France and holding a permit there. The common intuition is therefore completely reversed: people believe the micro-entreprise is the simplest way to test the French market from abroad, when it is the one vehicle that is closed to you. The company is the only one that can be steered from a distance. Let us say at once that this restriction stems from the law on residence and not from business law: it concerns neither a Spaniard, nor a Portuguese national, nor a Swiss national.

As for « actual and habitual », no text defines it and no threshold in days exists. It is a body of indicators, and therefore a matter for the individual case. Do not look for the rule: there is none.

A final word on the social security contributions of a non-resident director, because it is the question that comes immediately afterwards and we shall not deal with it here. It depends on European coordination, on any multiple activity on your part, and — outside the Union — on whether a bilateral convention exists. Since Brexit the United Kingdom has come under a separate protocol, and Switzerland under an agreement of its own. This is a warning signal, not a rule we shall settle in an article: ask the question before you pay yourself, not after.

Where to place the registered office: three routes open, one closed

The most natural route is closed, and it is worth understanding why, because the reason is counter-intuitive.

Article L. 123-11-1 allows a company to place its registered office at the home of its legal representative. That text says nothing about where that home is — it forbids you nothing. What closes the route to you lies upstream: registration requires a registered office in a French département, and you have no home in France. The door is not locked, it opens onto something else.

The idea of a friend's sofa falls down for three distinct reasons, and it is better to know them before building a file on it. L. 123-11-1 covers only the home of the legal representative, not that of an obliging third party. L. 123-11 requires proof of the right to use the premises, which a certificate of accommodation does not provide. And Article R. 123-167 requires a domiciliation contract wherever the premises are occupied jointly with another business. There is indeed an exemption in Article R. 123-170, but it presupposes a parent-to-subsidiary link — two sister companies do not benefit from it.

In passing, the most universal received idea in the field collapses. No, placing the registered office at your own home is not limited to five years. The 1^st paragraph of L. 123-11-1 lays down a principle with no time limit whatsoever. The five-year cap appears in the second paragraph and comes into play only in a derogating case: where a legislative provision or a contractual stipulation — a lease, co-ownership rules — stands in the way of the domiciliation. The removal from the register provided for by R. 123-171 concerns only that situation. Let us honestly acknowledge that the official fiche F37412 itself writes « this choice must not exceed 5 years », which explains how the error spread.

You are therefore left with three routes, and they are open on an equal footing:

• A lease in your own name — an office, a commercial premises. If you already have premises in France for your exclusive use, you need nothing else, not even a domiciliation contract.
• A coworking space, on the express condition that it is approved under Article L. 123-11-3 and that it owns its premises or holds a commercial lease. Many are not: the question arises before signing, not after.
• An approved domiciliation company, governed by Articles L. 123-11-2 et seq.

Domiciliation is not a makeshift: it is an approved regime, and it has just been tightened

This is the point most articles miss, and it is not a sales pitch: it is the law itself that requires the domiciled registered office to be real. The second paragraph of Article L. 123-11 refers to a decree which « further specifies the equipment or services required to establish the reality of the registered office ». The legislature did not tolerate domiciliation: it built it.

From this flow the obligations of the domiciliataire (the domiciliation provider), which are your best sorting tool. It must be approved by the préfet even before its own registration (art. L. 123-11-3, I) — approval granted for six years, after a two-month examination during which silence amounts to refusal (art. R. 123-166-1 and R. 123-166-3). It must make available premises fitted with a room suitable for ensuring confidentiality, for allowing the management bodies to meet and for keeping the books and registers, and it must own those premises or hold a commercial lease (art. L. 123-11-3, II, 1° and 2°). Carrying on the activity without approval, or after withdrawal or suspension, is punishable by six months' imprisonment and a 7 500 € fine (art. L. 123-11-8).

A sixth condition was added on 27 June 2026, and it went more or less unnoticed: the domiciliataire must henceforth « show that it has followed training in combating money laundering and terrorist financing, in accordance with arrangements laid down by decree » (art. L. 123-11-3, II, 6°, from loi n° 2026-534 du 25 juin 2026, art. 69). We have not identified the decree that is to set those arrangements: the condition may therefore not yet be fully applicable. In any event it bears on approval, assessed at the time of the prefectural decision — approvals already granted, valid for six years, are not called into question before their renewal.

Four checks you can carry out yourself

Here is what to look at with any provider, including a competitor, and including us:

• The prefectural approval exists, and its references are set out in the contract (art. L. 123-11-3, I; art. R. 123-168). A contract that does not mention them is a signal.
• The domiciliataire owns its premises or holds a commercial lease (art. L. 123-11-3, II, 2°).
• It is itself registered with the RCS throughout the period of occupation.
• The contract is in writing, for a term of at least three months, renewable by tacit renewal (art. R. 123-168). No maximum term is imposed by law.

Let us add a criterion that comes as a surprise: a provider that does not ask you for proof of your personal address abroad is not doing its job. The next section explains why.

And since that confidentiality room is required by law, make use of it. Minutes of a meeting held at the registered office are worth more than a registered office no one has ever come to.

The paradox: your domiciliataire is going to ask you for your address abroad

Many expatriate directors experience this as an intrusion. It is in fact the law that organises it, and it is better to know before putting the file together.

Article R. 123-168, 1° requires the domiciliataire to hold, for each domiciled company, the supporting documents relating to the home address and telephone details of the legal representative, the supporting documents for each place of activity, and the place where the accounting records are kept when they are not kept on its own premises. Your foreign address therefore does not go up to the greffe (the registry) as a registered office — it goes to the domiciliataire as a file document.

The counterpart is what makes a domiciliation address useful when you live 1 500 kilometres away. By signing, you undertake to use the premises actually and exclusively as your registered office — or, if your registered office remains abroad, as an agency, branch or representation — and you give the domiciliataire authority to receive any notification on your behalf (art. R. 123-168, 2°). That is exactly what distinguishes a domiciliation from mere mail forwarding: the address becomes operative as against third parties.

Things must be said without naivety: this regime was designed as a traceability mechanism. The domiciliataire sends quarterly lists to the tax office and to the social security collection bodies, an annual list before 15 January, informs the greffier when the post has not been collected for three months, and discloses the address to judicial enforcement officers holding an enforceable title. If you were looking for a screen, this is not one — and that is precisely what makes a domiciliation address in no way suspect.

A useful point in the other direction, and free of charge: your personal home address declared to the register can be made confidential with regard to the public, on a request made at any time (art. R. 123-54-1, from décret n° 2025-840 du 22 août 2025; acted upon within five working days). Confidential with regard to the public only: the information remains accessible to the authorised authorities. This is not anonymity.

What a French address does not settle

An honest article must say where what it sells stops. A domiciliation address solves none of what follows.

The civil risk: unenforceability, not nullity

You read everywhere that a fictitious registered office exposes the company to nullity or to removal from the register. That is false. The sanction under the general law is an asymmetric unenforceability: third parties may rely on the registered office set out in the articles, but the company cannot rely on it against them if its real seat is elsewhere (code civil, art. 1837, al. 2). The third party chooses; you do not. Let us make clear that no recently published judgment characterises as fictitious the registered office of a company properly domiciled with an approved domiciliataire.

The tax risk does not come from France

This is the costliest misreading. A company in French form which carries on its activity in France remains liable to corporation tax in France; the French administration will not come and challenge the registered office of a company it has registered. The published doctrine moreover retains the real seat « where the registered office appears fictitious » (BOFiP, BOI-IS-CHAMP-60-10-20), and the place of taxation may be fixed on effective management (CGI, art. 218 A).

The danger is symmetrical and it comes from your country of residence. If from Munich you run a French company whose entire effective management is in Munich, it is the German administration that may claim tax residence for that company. Dual residence is then settled by the tie-breaker clause of the applicable tax treaty. That is not a reason to give up — it is a reason to have your situation costed before incorporating, not after the first audit.

The centre of main interests, in the event of failure

In European insolvency law, the registered office set out in the articles is only a presumption of the centre of main interests, and that presumption can be rebutted: what counts is the place where the company habitually administers its interests, in a manner ascertainable by third parties. In other words, an address is not enough to fix the forum.

An essential counterweight, and a reassuring one for a European reader: the freedom of establishment guaranteed by Articles 49 and 54 of the Treaty on the Functioning of the European Union perfectly accepts that a company may have the registered office set out in its articles in one Member State and its central administration in another. The arrangement is in no way irregular in itself. It simply has to be coherent.

The other path: French company or branch

If you already have a company in your own country, you may not need a French company. The code expressly organises the alternative, and it is binary.

We shall not put figures on the trade-off between the two: costs, accounting obligations, liability and taxation cannot be compared in a table, they are compared on your own case. Remember only that both routes exist and that a French address is necessary in both.

As for the way out, know that it exists too. Transferring the registered office of a French company to another Member State is a regulated cross-border conversion, reserved to certain forms; Article L. 236-50 of the code de commerce — created by ordonnance n° 2023-393 du 24 mai 2023, then amended by loi n° 2024-364 du 22 avril 2024 — also organises the inbound operation, which is of interest to anyone who might one day want to bring a GmbH or an SL back to France. Towards a third country, the United Kingdom or Switzerland included, there is no equivalent framework.

Two points of friction, finally, which we flag as observed practice and not as a rule: foreign civil-status documents, their translation and sometimes their apostille; and the deposit of the share capital, which regularly runs aground on banks refusing to open an account for a company whose director does not reside in France. The declaration of beneficial owners is also heavier when the shareholders live abroad.

What to remember

• Your nationality and your place of residence forbid you nothing: it is your registered office that must be in France, not you.
• The « carte de commerçant étranger » and the prior declaration to the préfecture no longer exist — the chapter of the code that carried them is empty.
• A residence permit becomes necessary only if you actually carry on an activity in France, and only if you are a national of a third country.
• Placing the registered office at the director's home is closed to you for want of a home in France; being put up by someone close to you does not give the right to use premises.
• That leaves the lease, approved coworking and approved domiciliation. Check the approval, the provider's title to occupy, its registration and the written contract.
• A French address settles neither the real seat, nor effective management, nor the centre of main interests. The tax risk comes from your country of residence, not from France.

Primary sources checked as at 18 August 2026: code de commerce, art. L. 123-1, L. 123-11, L. 123-11-1, L. 123-11-2, L. 123-11-3, L. 123-11-8, L. 236-50, R. 123-54-1, R. 123-166-1, R. 123-166-3, R. 123-167, R. 123-168, R. 123-170, R. 123-171 ; code civil, art. 1837 ; CESEDA, art. L. 200-1, L. 231-1, L. 414-10 ; CGI, art. 218 A ; BOFiP, BOI-IS-CHAMP-60-10-20 ; loi n° 2026-534 du 25 juin 2026, art. 69 ; décret n° 2025-840 du 22 août 2025. This article describes a state of the law, it does not replace an examination of your own situation. Domisiège is finalising its prefectural approval in Indre-et-Loire; its references will be published as soon as they are granted.