When does a foreign company need its documents translated?
A US, UK or other English-speaking company setting up in France has to produce its corporate documents in French: to register a branch, to form a subsidiary in which it is a shareholder or officer, to acquire shares in a French company or to open a bank account. The same documents come up time and again: constitutional documents (articles of association, bylaws, certificate of incorporation), proof of existence (certificate of good standing), board resolutions and powers of attorney.
Registering a branch: what the registry asks for
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 current constitutional documents with the commercial court registry (greffe), translated into French where necessary — followed by every subsequent amendment and its annual accounts. The registries' practical guidance specifies:
- a copy of the current articles or bylaws, translated into French and certified as a true copy by the branch manager;
- an original extract from the foreign register, issued less than three months earlier, also translated.
The application is filed exclusively online, in PDF format, through the one-stop shop for business formalities (guichet unique) operated by INPI. The three-month window keeps running while you obtain any apostille and then the translation, so it pays to move quickly. For companies with their registered office in the EU (Ireland, Malta…), only the French-language filing is authoritative (Article R. 123-120-1).
Subsidiaries, foreign shareholders and bank accounts
Where a non-EU company is appointed president or officer of a French SAS, the registry asks for a register extract less than three months old and its constitutional documents translated into French. As a mere shareholder, it will generally have to satisfy the lawyer, notary or bank that it exists and that its signatory has authority: articles, certificate, a board resolution appointing a representative and, where relevant, a power of attorney.
What kind of translation is needed?
The regulations refer to documents "translated into French where necessary" without always specifying who translates them. A certified translation by a sworn translator listed by a French Court of Appeal is the only kind whose accuracy is attested by a court-appointed expert: it is the safest option, and the same translation can then be used with the registry, the notary and the bank. I translate each document in full from the English original, apostille included, and deliver a signed and stamped translation, as a PDF for online filing and on paper if needed (see professional document translation).
A "mirror" translation of the articles
Lawyers, accountants and the registry refer to constitutional documents clause by clause. The translation therefore keeps:
- the numbering of articles and sections (Article IV, Section 4.2…), so that every cross-reference reads identically in both languages;
- defined terms ("the Corporation", "the Board") translated once and used consistently throughout;
- the English term in brackets at first mention where French law has no exact equivalent.
Bylaws vs articles of association: what is what
- United States: the charter filed with the state is the certificate of incorporation (Delaware) or the articles of incorporation; the bylaws govern internal affairs. What a French registry calls statuts covers both in practice, so it is prudent to have both translated, in their latest (amended and restated) version. For an LLC: the certificate of formation and the operating agreement.
- United Kingdom: the constitution is the articles of association, alongside the certificate of incorporation issued by Companies House.
- Titles: US officers (President, Secretary, Treasurer) are not directors, and a corporate Secretary is nothing like a secretary in the everyday sense. Translating these titles word for word distorts who holds which powers.
Certificate of good standing and apostille
In the US, the certificate of good standing is issued by the Secretary of State of the state of incorporation; in the UK, a Companies House certificate can include a summary statement (formerly the good standing statement). If the recipient requires an apostille, it must be obtained before translation: from the FCDO in the UK and, for a US state document, from the authority designated by that state. It is then translated together with the document (see apostille and certified translation).
Frequently asked questions
Do the articles or bylaws have to be translated in full?
Yes: the complete document, reflecting its latest amendments, is what gets filed — not an extract.
How long does it take?
Generally 24 to 48 business hours for a certificate or resolution; for full articles or a complete set of documents, the turnaround is agreed at the quotation stage.
Can you handle the entire set of documents for a French set-up?
Yes, under an NDA if required, with a single point of contact for the law firm or accountant managing the transaction. See the services for professionals.