LIAISON OFFICE

A company whose activities in France are not of a commercial nature and are limited to advertising, the supply of information, or any other preliminary operation may be represented by a liaison office (bureau de liaison) or representative office (bureau de representation).

Example of activities for a liaison office: research and advertising to gather and supply information for a foreign parent company.

Limits to the use of a liaison office: not entitled to participate in any type of commercial activity.

Not subject to corporate income tax or VAT (Value Added Tax), but is liable for some local taxes and wage-based levies.

SETTING UP A FRENCH BRANCH

A branch (succursale) can be defined as a local establishment for a foreign enterprise.

The branch office is not a legal entity.

Foreign companies that wish to conduct commercial or industrial activities in France may set up a branch office.

Main differences between a liaison office and a branch: the activities of a representative office are far more limited than those of a branch office. The persons in charge of a representative office are not empowered to represent the foreign company and therefore are not allowed to enter into contracts under the name and on behalf of the foreign company such as in the case of a branch.

For more information please see the recent commercial court’s services website : a branch is registered at the commercial registrar.

Tax treatment of branch/liaison office – criteria to determine the presence of a permanent establishment (établissement stable).

Another main disadvantage that must be taken into account is that it is not a separate legal entity, which means that the “parent company” (registered in France) can be held liable for the debts of the branch.

INCORPORATING A SUBSIDIARY

A subsidiary (filiale) is generally understood as a corporate entity under French law (i.e. “société anonyme”, “société par actions simplifiées”, “société en commandite”, “SARL”, etc.).

It is allowed to conduct commercial operations.

It has an independent status, whether it is controlled by foreign shareholders or not.

The procedure of the establishment of a subsidiary in form of a limited liability company is fairly quick (app. 3 – 4 weeks): see again the commercial court’s services website.

 

The main disadvantages of a subsidiary are:

It is subject to French accounting requirements and French tax.

It is a separate legal entity, which means that its losses cannot be offset against the parent company’s profits, unless a specific tax regime provides otherwise.

Benoît LAFOURCADE

Co-Founder, Partner & Solicitor -
International Corporate Law & Litigation

Benoît, Delcade’s co-founder, is a Paris Bar lawyer and UK Solicitor (London).

Advisor for various embassies, working closely with the firm's team, Benoît offers his services to French and foreign companies requiring cross-cutting strategic and legal support in business law.

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