The legal regime of a company is in principle that of the law of the place of the registered office. The French Commercial Code categorically supports this concept for the application of French law since it specifies that companies whose registered office is located on French territory are subject to French law, including of course tax law.

A company is therefore considered to be French for the purposes of determining the law applicable to it when it has its real seat on the territory of the French Republic, i.e. metropolitan France and overseas departments, regions and communities.

The rule adopted is that of the place of the registered office, which determines the national law of a company ( Articles 1837 of the Civil Code and L. 210-3 of the Commercial Code – English version: ).

The legal regime of a company covers the rules relating to the partnership contract and the legal person (acquisition of legal personality, operation, dissolution and liquidation of the company). The national law of a company thus governs:

- the reality of its registered office and its fictitious nature;

- the conditions for acquiring, retaining and losing the status of partner, irrespective of the country in which the company’s securities are held;

- the assessment of the powers of its directors.

In addition to European legislation, France must comply with all bilateral treaties signed (e.g. the Franco-American Convention on Establishment of 25 November 1959).

See question 3.

Companies have legal personality only from the day of their registration in the Trade and Companies Register Registre du commerce et des sociétés - RCS or in an equivalent register for tradespeople (Répertoire des Métiers).

Any company whose registered office is located abroad and which opens a first establishment on French territory (branch, agency or any other establishment) must submit an application for registration in the Trade and Companies Register Registre du commerce et des sociétés - RCS to the clerk of the commercial court in the jurisdiction of which this establishment is located within 15 days of this opening.

More information can be found here:

It will depend on the form of the company:

- Simplified joint stock company (Société par actions simplifiée - SAS): the legal representative is the Chairperson (there can only be one) and possibly the Managing Director if he/she has been appointed.

- Public limited company (Société anonyme - SA): the legal representative of the company is the Managing Director

- Limited liability company (Société à responsabilité limitée - SARL): the legal representative is the manager or the co-managers (there can be several)

The appointment of the managers, directors, managing directors, deputy managing directors, members of the management board or supervisory board and chairmen must, like the termination of their functions, be the subject of the following publication measures:

- insertion in a newspaper of legal notices of the place of the registered office;

- submission of the file for amending the registration file to the Centre for business formalities (Centre de formalités des entreprises - CFE) to which the company belongs, which will forward it to the clerk’s office of the Commercial Court where the company is registered so that the court may register the change of manager in the Trade and Companies Register Registre du commerce et des sociétés - RCS.

In principle, appointments and terminations are binding on third parties once they have been published in the Trade and Companies Register Registre du commerce et des sociétés - RCS Third parties may avail themselves of the references appearing in the RCS.

Legal representatives hold varying degrees of power depending on the type of company in which they exercise their functions.

The powers of legal representatives are assessed at two levels: - With regard to third parties: the legal representative of a simplified joint stock company (SAS) or public limited company (SA) may commit the company even by acts that do not fall within the corporate purpose. - With regard to partners: the legal representative may only act within the limits of the corporate purpose. Otherwise, he/she may be held liable.

Regardless of the extent of the powers vested in them by law or by the articles of association, the management bodies must exercise these powers in the interests of the company, failing which they may be held liable to the company.

The extent of the powers of the directors of foreign companies must, even for acts concluded in France, be assessed in accordance with the national law of that company and not with French law.

In relations with third parties, limited liability companies and joint stock companies are bound even by the acts of company directors that do not fall within the corporate purpose, unless they prove that the third party knew that the act exceeded that purpose or could not have been unaware of it given the circumstances, it being specified that the mere publication of the articles of association is not sufficient to constitute such proof.

The representative will prove his/her capacity by producing an extract from the commercial register.

In principle, any act carried out in the name of the company is enforceable against the company, which is therefore committed even if the transaction was entered into by a manager for personal purposes: for example, a loan contracted in the name of the company with the use of the funds for the benefit of the manager. In such a case, the company can only invoke the civil and criminal liability (for abuse of corporate assets) of the offending director.

However, the company may avoid liability if it proves that the third party was aware of the damage suffered by it and of the unfair and fraudulent nature of the commitments entered into in its name, since fraud qualifies as an exception to all the rules.

Verification can be carried out by consulting the RCS online on

There is a register of beneficial owners kept by the commercial register.

Only certain categories of individuals have a communication right:

- the legal representative of the entity

- 18 entities listed by Article R. 561-27 of the Monetary and Financial Code

- entities subject to anti-money laundering and anti-terrorist financing requirements

- any person demonstrating a legitimate interest, on the basis of an order issued by the court responsible for supervising the commercial register.