German company setting up in France: which documents need translating
A GmbH opening an office in Paris, an AG setting up a French subsidiary, a French company establishing itself in Frankfurt: in each case, corporate documents have to cross a language border. The registry, the notary, the bank and the accountants all need to read the articles, the commercial register extract and the shareholders' resolutions. Here is what the French rules require, and how to prepare translations that can be used at every stage.
Branch or subsidiary: two different files
- A branch (succursale) is part of the German company itself and has no separate legal personality. It is entered in the French Trade and Companies Register (RCS), and it is the German company that must prove its existence and produce its articles.
- A subsidiary (filiale) is a company incorporated under French law (SAS, SARL…) in which the German company holds shares or which it may even manage. Its articles are drafted in French. The notary, lawyer, bank or registry may, however, ask for the German shareholder's own documents (register extract, articles, resolution appointing its representative, powers of attorney) to check that it exists and that its signatory has authority.
What the registry requires for a branch
Article R. 123-112 of the French Commercial Code requires any foreign commercial company opening its first establishment in France to file a copy of its articles no later than its registration application, then its annual accounts each year and any later amendment to its articles. The documents are translated into French "where applicable" and certified as true copies by the legal representative or the person authorised to bind the company in France. The Paris registry's guidance lists, among other items:
- a copy of the articles in force on the filing date, translated into French where applicable and certified as a true copy by the branch manager;
- an extract from the foreign public register, in original form and less than three months old, also translated where applicable;
- the beneficial ownership declaration, proof of occupancy of the premises and, if the branch manager does not file personally, a power of attorney.
Filing is done online only, through the single business formalities portal (guichet unique) operated by INPI, so the translations are needed in PDF. The three-month validity of the extract keeps running while it is being translated: order the extract and the translation at the same time.
The German documents involved
- Gesellschaftsvertrag (GmbH) or Satzung (AG): ideally the current consolidated version as held by the register;
- Handelsregisterauszug: the extract from the German commercial register (section B for corporations), showing the registration court (Amtsgericht), the HRB number, the share capital and the authorised representatives;
- Gesellschafterbeschluss (shareholders' resolution of a GmbH), or a resolution of the managing directors (Geschäftsführung) or of an AG's management board (Vorstand): setting up the branch or subsidiary and appointing the person in charge in France;
- Vollmacht: the power of attorney for the person signing in France (see translation of powers of attorney).
The rules refer to documents translated "where applicable" without always saying by whom. A certified translation by a court-appointed expert translator at a French Court of Appeal is the safest option: its accuracy is attested by a court expert, and the same translation can then be used for the registry, the notary and the bank.
A "mirror" translation of the articles
Lawyers, accountants and the registry refer to the articles section by section, so the translation follows the structure of the original:
- section numbering (§ 1 Firma, Sitz; § 5 Stammkapital…) is kept, so every cross-reference is identical in both languages;
- terms with no exact counterpart in French law (Geschäftsführer, Prokura, Aufsichtsrat) are translated consistently, with the German term in brackets on first use;
- amounts, dates, register numbers and notarial endorsements are reproduced exactly.
The other way round: a French company in Germany
For a branch (Zweigniederlassung) in Germany, applications for entry in the commercial register must be filed electronically in publicly certified form (§ 12 HGB), which in practice means going through a German notary. For a foreign company comparable to a GmbH or an AG, the application must include a publicly certified copy of the articles and, if they are not drawn up in German, a certified translation into German (§ 13g HGB for a GmbH, § 13f for an AG). The notary will usually also ask for a recent Kbis extract and the relevant corporate resolutions. How a SARL, SA or SAS is classified is for the notary to assess. Ask from the outset whether a translation certified in France is acceptable.
Good to know: according to the French Foreign Ministry's summary table, German public documents (commercial register extracts, notarial deeds…) are exempt from legalisation and apostille in France under the Franco-German convention of 13 September 1971. If a recipient nevertheless asks for an apostille, it is obtained before the translation and translated along with the document.
Frequently asked questions
Do the articles have to be translated in full?
In practice, yes: what is filed is a copy of the articles in force, not an extract. See translation of professional documents.
Does my German register extract need an apostille?
For use in France, the French Foreign Ministry's table lists an exemption for German public documents. If in doubt, ask the receiving body.
Do you work with the firms handling the set-up?
Yes, lawyers, notaries and accountants can entrust all the documents for a transaction: see the service for professionals.