Subcontracting Contract in France: What to Check Before You Sign

Camille, a web developer, wraps up a project for an agency. A few days later, the agency asks her to build a module for one of its enterprise clients. She'll have no contract with that client, only with the agency. Camille has just stepped into subcontracting, and nobody told her what to check before signing.

A subcontracting contract is the agreement under which a main contractor hands a subcontractor, under the contractor's own responsibility, all or part of work owed to the end client. It sets the scope, price, deadlines and each party's liability, and it's framed by the French law of 31 December 1975.

What Is a Subcontracting Contract, Exactly?

Subcontracting is a chain of three parties: an end client (the project owner), a main contractor who signed with that client, and a subcontractor to whom the contractor delegates part of the job. The subcontractor only has a contract with the main contractor, not with the end client, except in cases the law specifically provides for.

For a freelancer, that changes everything. You're no longer negotiating with the person who uses your deliverable, but with an intermediary who has their own commitments and margins. Your price, deadlines and liability all depend on what they promised upstream.

The French Service-Public Entreprendre portal sums up the principle: using subcontractors is free, but it's regulated as soon as a works or services contract with a project owner is involved. The reference text is law no. 75-1334 of 31 December 1975.

Subcontracting vs Service Contract: Where's the Line?

In a standard service contract, you work directly for the client who uses your result. In subcontracting, you work for a professional who owes that result to someone else. The difference is a main contract sitting above yours, which changes the rules on payment, liability and approval of the subcontractor.

So how do you decide? Ask yourself one question: does my work serve a contract my counterparty signed with someone else? If yes, you're most likely a subcontractor, even if the word never appears in your quote.

What the 1975 Subcontracting Law Says

The law of 31 December 1975 requires the main contractor to have each subcontractor accepted by the project owner and to get their payment terms approved. If the contractor doesn't pay, an accepted subcontractor has a direct claim against the project owner, limited to what the owner still owes the contractor.

In practice, this protection mostly matters in construction and public procurement, but the reflex applies everywhere: ask whether your involvement has been declared to the end client. A subcontractor who was never introduced has no direct recourse the day the main contractor defaults. And that happens more often than people think.

One lesser-known point: second-tier subcontractors (the subcontractor's subcontractor) are covered too. The main contractor must make sure the chain stays declared, or it engages its own liability.

Clauses You Shouldn't Skip in Your Contract

A solid subcontracting contract covers at least eight points: the precise scope of the assignment, price and payment terms, deadlines, intellectual property, confidentiality, liability and insurance, further subcontracting, and termination conditions. Every gap is a potential dispute, especially over who owns the deliverables and when you get paid.

1. Scope: describe deliverables, not just a field of activity. "Build a payment module" beats "IT services".
2. Price and invoicing: fixed fee, daily rate or time-and-materials, payment schedule, price revision terms.
3. Deadlines and penalties: delivery dates and what happens when either party causes a delay.
4. Intellectual property: who owns the code, design or method, and when the transfer takes effect (often after full payment).
5. Confidentiality: duration and scope, including toward the end client.
6. Liability and insurance: liability cap, professional indemnity certificate.
7. Further subcontracting: whether you may or may not delegate in turn.
8. Termination: notice period, grounds, what happens to ongoing work.

For more on drafting a contract from the freelancer's side, our freelance contract guide covers the usual commercial clauses.

Paying the Subcontractor: Deadlines and Remedies

Between businesses, the agreed payment term can't exceed 60 days from the invoice date, or 45 days end of month. If the contract is silent, the legal default is 30 days. Late payment triggers penalty interest, plus a flat 40 euro recovery fee.

These rules come from article L441-10 of the French Commercial Code and apply to independent subcontractors too. Nothing forces you to accept "payable once the end client pays": that clause, common in subcontracting chains, shifts someone else's non-payment risk onto you.

The economic backdrop makes this concrete. According to Insee (published 21 July 2026), France recorded 107,856 business creations in June 2026, about 67.5% of them micro-enterprises. In other words, more and more independents are signing subcontracting contracts without a legal department behind them.

Independent Subcontractor or Portage Employee: Which Fits?

An independent subcontractor alone carries the commercial, administrative and non-payment risk. A portage employee negotiates the assignment and rate like a freelancer but signs an employment contract with a wage portage company, which invoices the client, handles contributions and pays a salary. The two models fit different risk appetites.

If you string together subcontracting assignments for a single principal, watch out for the subordination link: a subcontractor whose hours, tools and daily instructions are dictated can be reclassified. Our articles on legal subordination and disguised employment explain the criteria courts apply.

Wage portage is a simple option when the principal insists on an employee framework or when you'd rather not chase unpaid invoices. To compare what you'd earn as an independent versus in portage, try the wage portage salary simulator, or see how Weepo works.

Frequently Asked Questions

Does a subcontracting contract have to be in writing?

The law doesn't always require a written contract for every subcontract, but you need one in practice, and it's mandatory in several sectors and public contracts. Without it, proving the price, scope or IP transfer gets very hard in a dispute.

What's the difference between a subcontractor and a service provider?

A service provider works for a client who directly uses the result. A subcontractor performs part of a contract that the principal signed with a third party. Only the second benefits from the specific 1975 framework.

Can an auto-entrepreneur be a subcontractor?

Yes, nothing prevents it as long as the declared activity matches the assignment and the micro-enterprise turnover ceiling isn't exceeded. They must invoice properly, include the legal mentions and stay independent in how they organise the work.

What if the main contractor doesn't pay me?

Chase in writing, then send a formal notice citing the statutory penalties and the 40 euro fee. If the project owner accepted your involvement, the direct action under the 1975 law lets you claim payment from them.

Is wage portage a form of subcontracting?

No. In portage, the portage company is your employer and invoices the end client. The client signs a commercial contract with it, and you keep control of the assignment and rate with employee status.

Key Takeaways

• Subcontracting means a main contract sits above yours, which separates it from a plain service contract.
• The 1975 law provides for acceptance of the subcontractor, approval of payment terms and a direct action.
• Key clauses: scope, price, deadlines, intellectual property, confidentiality and liability.
• The default legal payment term is 30 days, with a 60 day maximum from the invoice date.
• Wage portage spares you from carrying the non-payment and reclassification risk alone.

Related Articles

• Freelance Contract: Definition, Key Clauses and Rules
• Legal Subordination: Definition, Criteria and Risks
• What is disguised employment as a freelancer?