Over the past decade, changes in the European regulatory framework have progressively reshaped cross-border business operations. In particular, Brexit and the strengthening of financial compliance requirements have made certain setups less workable in practice.
This case concerns the reorganization of a consulting activity to continue operating with clients based in France.
Context
Arvionis Strategy is a consulting activity developed by an independent advisor based in London, with clients primarily located in France and Germany.
Until 2020, the use of a UK entity allowed the founder to operate without significant constraints. Following Brexit, the situation evolved:
- French clients increasingly requested a European contracting entity,
- VAT treatment became a recurring point of discussion,
- and administrative requirements became more structured.
At the same time, the regulatory environment had evolved.
The transposition in France of successive EU anti-money laundering directives (notably the 4th and 5th AML Directives) introduced reinforced obligations regarding the identification of clients and beneficial owners, as well as stricter due diligence requirements.
In early 2023, a commercial opportunity with a French client could not be finalized due to the absence of a suitable structure within the EU.
Challenges
Initial steps were taken independently:
- the creation of a low-capital SARL was considered,
- a first banking application was declined,
- and uncertainties remained regarding invoicing and compliance.
While these options were legally valid, they did not fully reflect the expectations of financial institutions, which had become more demanding in recent years, particularly regarding transparency and substance.
The difficulty was less about creating a company than about ensuring that it would be accepted and usable in practice.
Our Approach
Discussions focused on how the future entity would be assessed externally:
- by banks, in light of reinforced KYC obligations,
- by clients, in terms of credibility and contractual clarity,
- and by administrative authorities, particularly regarding cross-border services.
A SASU was selected, with attention given to:
- the consistency of the activity description,
- the level of share capital,
- and the overall presentation of the project.
The objective was to ensure alignment between the legal structure and its practical use.
Legal Work
The work carried out included:
- reassessment of the initial structuring approach,
- drafting of articles adapted to the founder’s situation,
- definition of share capital in line with the project,
- preparation of supporting documentation,
- assistance with capital deposit,
- and completion of the incorporation process.
Guidance was also provided on VAT positioning and invoicing practices within the EU framework.
What would have gone wrong
Without further structuring:
- banking difficulties would likely have persisted,
- contractual discussions would have remained uncertain,
- and commercial opportunities could have continued to be affected.
In this context, the issue was not the absence of a company, but the gap between the structure and its practical use.
Result
The company was incorporated and became operational within a short timeframe.
Shortly thereafter:
- a business bank account was successfully opened,
- a new contract was secured with a French client,
- and invoicing within the EU was handled in a more stable framework.
The structure provided a clearer basis for ongoing activity in France.
Key Takeaways
- Regulatory expectations have evolved significantly in recent years
- Cross-border setups require alignment with compliance frameworks
- External perception plays a decisive role
- Structuring choices have direct operational consequences
Start your project
If you are considering setting up a company in France as a non-resident, we can assist you in structuring a solution adapted to your activity.
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