Liaison Office in France: what can I do with it?

Liaison Office benefits for your French company

If your French company wants to commercialize its products in another country, it has two options:

• Creating a stable, important commercial entity: the subsidiary
• Creating a much lighter entity to “test the waters” of the new market: the Liaison Office

Summary:

1. The Basics of the Liaison Office
2. What legal status does it have?
3. How do I create it?
4. How is it taxed?
5. Does it have any obligations?

The Basics of the Liaison Office

Before anything, this entity allows the “mother company” to observe. Indeed, the liaison office allows the company to start contacting potential partners or clients, collecting information, to begin its communication, etc.
However, the Liaison office cannot sign contracts in the name of the mother company, since it’s not meant to have a commercial activity. After all, its only role is to be a relay point between the Mother Company and potential clients. As such, all bills and contracts have to be sent directly to the Mother Company before they can be signed.

What legal status does it have?

The liaison office actually isn’t actually a proper legal entity. As such, its name, assets, or equity is legally the same as the Mother Company. It also means that the Mother Company will be liable for any debts.
However, it does have a separate legal representative, and they can even have a dedicated team of several people, depending on the importance of their activity.

How do I create it?

Of course, the paperwork required to create a Liaison Office varies from country to country, but it’s generally simplified. However, if you want to create one in France, this is how it works:

• You don’t have to register your company to the RCS, or Registre du commerce et des sociétés (Companies and Commerce Register), since it’s not supposed to have any sort of commercial activity. Instead, you just need declare its existence to the centre de formalités des entreprises (Companies Formalities Center) of the appropriate Chamber of Commerce. This is how you’ll receive your SIREN and SIRET numbers.
• However, to open a bank account for your liaison office, you need a “K-Bis” extract, for which you have to properly register to the RCS. In this case, you’ll need the same documents you’d need to open a subsidiary.
• If your Liaison office is not registered in the RCS, but still has employees, then the paperwork for them and the employee contributions must be specifically filed to the Ursaff of the Bas-Rhin department.
• However, if it is registered in the RCS, and does have a commercial activity, then all of this must be filed to the Ursaff of the department the Liaison office is in.
• If it’s not registered in the RCS and doesn’t have any employees, then you need to register your Liason office to the service des impôts des entreprises (company tax service).
• Finally, for your Liaison office to be set up, you’ll have to either use the services of a domiciliation company or rent an office directly.

How is it taxed?

For Income tax:

Since it doesn’t make any sales, and offers no services to the clients of the Mother Company, it’s not subject to the French income tax.

For the VAT:

Again, since it doesn’t make any sales, and works exclusively for the foreign Mother Company, it doesn’t pay the French VAT.
Though, you should note that you can still asked to be reimbursed for the VAT it had to pay when funding the setup of the Liaison office.

For local taxes:

It doesn’t have a professional activity, so it doesn’t pay the contribution économique territoriale (territorial economic contribution). However, it still has to pay the contribution foncière des entreprises (property tax) on the office it is using.

For Taxes on salaries:

It still has to pay the same taxes on salaries (apprenticeship tax, professional continuous formation, mandatory investments in construction) as any French company.

Does it have any obligations?

Except for expats, all the staff hired by a Liaison office is under the general employee tax regime. As such, the Liaison Office also has the same social obligations as the companies of the country it’s in.
Granted, the Liaison office is a more flexible and is lighter on the paperwork than subsidiaries. However, if it ever starts practicing a commercial activity, it will automatically be considered to be a stable commercial entity, and will thus have the same legal, fiscal and financial obligations as a subsidiary.