Power of Attorney in France: Forms and Signatures

A PDF signature that looks perfectly valid can still get a company filing rejected. That is one of the quirks of Power of Attorney in France, where the right format depends on what your agent will actually do. This guide helps legal, tax and compliance teams choose the right mandate, sign it at the right level and end it cleanly, based on the Code civil (Title XIII of Book III).

What exactly is a power of attorney under French law?

French law calls it a mandat or procuration. The principal (mandant) authorises an agent (mandataire) to act in the principal’s name and on its behalf. The contract only forms once the agent accepts, and that acceptance can be tacit. Simply starting the mission is enough.

The wording of the mandate sets the limits. A general mandate covers acts of administration only, so anything touching ownership needs an express authorisation. A single instrument can combine both, which is why the drafting matters more than the label.

In practice, you will meet four types:

• General mandate: day-to-day management and routine financial operations.
• Special mandate: one defined act, such as signing a contract or voting at a specific general meeting.
• Mandat de protection future: an individual’s advance plan in case of incapacity, relevant to a company only indirectly.
• Mandat à effet posthume: a notarial mandate that takes effect on death, mainly for business owners who want continuity.

Which form should the mandate take?

As a rule, French law imposes no particular form. A private signed document works for ordinary business dealings, and even a letter can do the job. The exception is the principle of parallelism of forms. If the agent will sign a notarial act (acte authentique), such as a property sale, a gift or a mortgage, the mandate itself must be received by a notaire.

The electronic route is now real. Since 22 November 2020, Decree No. 2020-1422 of 20 November 2020 allows a notaire to draw up an authentic power of attorney remotely. The system must be approved by the Conseil supérieur du notariat (the notaries’ national professional body). General-purpose videoconferencing tools do not qualify.

The absent party signs with a qualified electronic signature, and the notaire completes the act with theirs. The principal needs only a camera, a microphone, a stable connection, an email address and a mobile phone for verification codes.

How do you sign and file a mandate on the guichet unique?

Here is where many teams stumble. When an accountant or lawyer files a company formality for you, the mandate travels with the filing on the guichet unique run by the INPI (France’s national intellectual property office). It has been the only platform for company formalities since 1 January 2023.

The agent opens a personal account, declares their capacity and uploads two documents:

• the signed power of attorney from the person they represent;
• a double-sided copy of their own identity document, with a dated and signed handwritten statement that it matches the original.

The signature level depends on the formality. A creation can use a simple electronic signature. Modifications and cessations need an advanced signature based on a qualified eIDAS certificate. If the mandate is submitted electronically, it must meet that same standard, and the portal’s automated check rejects a basic PDF signature. A tool such as DocuSign therefore works only when it is used with a qualified eIDAS certificate.

Outside these situations, no general registration applies. A private mandate for ordinary dealings takes effect without being lodged anywhere. For notarial acts, the publicity attaches to the deed, not to the mandate.

Can a foreign-issued mandate be used in France?

Yes, but France does not recognise foreign documents automatically. If the mandate is notarial or carries an official signature or seal, it must be authenticated first. For States party to the Hague Convention of 5 October 1961, a single apostille is enough. For other States, the longer consular legalisation route generally applies. Between EU Member States, Regulation (EU) 2016/1191 removes the apostille for certain categories of public document.

Authentication and translation are separate steps. Where a French authority or notaire asks for it, you will also need a sworn translation (traduction assermentée). A private mandate without an official signature falls outside the apostille regime, although institutions may still ask you to confirm the signature.

Be prepared for friction, though. Registries and banks often struggle with unfamiliar foreign formats. If the agent will sign a French notarial act, a French notaire will typically need to receive the mandate afresh. Where possible, drafting it in France from the start is often faster.

What changes for a branch?

A branch (succursale) has no legal personality of its own. It depends on its head office, so the parent company’s authorised representative grants the mandate, not the branch itself. The Power of Attorney in France for a branch therefore follows the ordinary corporate rules on scope, limits and signature.

A foreign company operating a branch must first register it in the registre du commerce et des sociétés (the French commercial register) through the guichet unique. The filing includes the parent’s articles, translated where necessary, and a recent extract from the foreign register. The register entry makes public who represents the branch, which lets third parties check who can bind it. The parent stays liable for the commitments made on the branch’s behalf.

What do agents owe, and can they sub-delegate?

The agent may do nothing beyond what the mandate contains. For example, the power to settle a dispute does not include the power to take it to arbitration. An act outside the perimeter is, in principle, unenforceable against the principal unless it is later ratified. The agent may also face personal liability toward third parties.

Beyond that, three duties stand out:

• perform the mission with care, with a stricter standard for a paid agent than for an unpaid one;
• avoid conflicts of interest, such as contracting with oneself without authorisation;
• render account and hand over everything received under the mandate.

Sub-delegation is allowed in principle. The Code civil does not forbid it and instead governs who answers for the substitute. If the agent had no power to substitute, they remain responsible for the substitute’s conduct. The principal can also act directly against the substitute. So address sub-delegation expressly in the mandate, either to authorise it or to exclude it.

How does a mandate end?

A mandate has no built-in expiry unless you write one in. It then ends automatically at the set date, and a special mandate ends once its single act is done. Otherwise, it continues until revocation, renunciation by the agent, or the death, guardianship or insolvency of either party. For companies, a delegation generally lapses when the legal representative who granted it leaves office, unless it is renewed or confirmed.

The principal may revoke at will, without a court order. An abrupt or abusive revocation can still engage liability, and irrevocability clauses or mandates of common interest limit this freedom. Appointing a new agent for the same matter also revokes the first from the day it is notified.

The key risk is third parties. A revocation notified only to the agent cannot be set up against those who dealt with the agent in good faith. So notify the agent by a means giving proof of receipt, inform the counterparties and recover the original. If the mandate was notarial, record the revocation before a notaire too.

Managing Power of Attorney in France well comes down to three questions. What will the agent do, which form does that act require, and how will you end the authority? Settle them at drafting stage, and most of the problems above never arise.

What’s next?

Managing a Power of Attorney requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article: Director Change in Germany: Who Gets the Final Say?.

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• Request a Demo – See Klea in action for your organisation.
• Start a Trial – Experience first-hand how automation reduces workload and improves efficiency.
• Talk to Our Experts – Get tailored recommendations based on your entity management needs.

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