Electronic invoicing: what the reform changes to companies' contractual practices

The widespread adoption of electronic invoicing, stemming from Article 26 of the 2022 amending finance law, will come into effect on September 1, 2026. This reform primarily pursues a fiscal objective: combating VAT fraud, pre-filling tax returns, improving real-time insights into business activity, and enhancing the management of public policies. As the deadlines approach, teams are focused on a single objective: issuing and receiving invoices in the required formats to ensure compliance.

This is the final stretch before the September 1, 2026 deadline, and the pressure is even greater for large companies and mid-sized businesses, which will have to issue their invoices in this format from that date. In this race for compliance, the effects of the rollout on the contractual relationship between suppliers and customers are not being addressed. This is undoubtedly not a priority. There is also a lack of perspective: until the system is deployed and companies face their first disputes, it is difficult to plan ahead. However, the consequences of implementing this system must be anticipated now.

An invoice is much more than an accounting document

An invoice is an accounting document with significant tax implications: it shows the VAT and determines the recipient's right to deduct it. It is therefore natural that accountants, finance departments, and software publishers are the first to be affected by the reform.

However, from a contractual perspective, an invoice is much more than that. It establishes and confirms the amount owed. It triggers the payment deadline and, consequently, the potential right to penalties and/or late payment interest. It serves as the basis for disputes: it is upon receipt of the invoice that the client contests a price, quantity, or service. Finally, it is a central piece of evidence in disputes concerning the performance of the contract. In the business world, the invoice is the meeting point between the execution of the contract and its payment.

Before and after: what the reform changes in the invoicing process

Until now, the invoicing cycle was partly digital and partly paper-based. Transmission followed a simple channel: the invoice, generated by the internal invoicing solution for more structured companies, reached the recipient by email or post. Electronic invoicing already existed; the French General Tax Code permitted it, subject to the recipient's acceptance, in the form of computerized data exchange or electronically signed invoices. However, the system was different: it was based on a choice made by the parties, not an obligation, and without the involvement of a mandatory third party. A scanned paper invoice or a standard PDF sent by email will no longer be considered compliant. The electronic invoice, as defined by the reform, adheres to a structured format, includes mandatory information in dedicated fields, and is transmitted via an approved platform. This is similar to the electronic signature, which requires compliance with technical conditions that determine its validity and enforceability.

In the event of non-compliance or dispute, a series of exchanges ensued: emails, calls, letters. These were exchanges between people.

We are moving to a completely different system. Invoices between companies established in France and subject to French VAT will be issued, transmitted, and received electronically, using a platform approved by the tax authorities. This platform will be the mandatory gateway for both invoices and data transmitted to the French Public Finances Directorate (DGFiP). The process will be tracked and structured, with milestones, status updates, rejections, and identification of any non-conformities along the way. For example, an invoice missing a mandatory detail was, until recently, processed and paid without difficulty. Eventually, it will be stopped mid-process.

The transition will take place in two phases. By September 1, 2026, all businesses must be able to receive electronic invoices, and large companies, including mid-sized enterprises (ETIs), will be required to issue them electronically. SMEs and very small businesses will follow suit, starting September 1, 2027. During this rollout phase, the dual-channel system will likely remain in place.

Invoice statutes, seemingly simple technical tools, are key elements in tomorrow's disputes

One of the most significant contributions of the reform lies in the creation of standardized statuses associated with invoices: submission, availability, rejection, refusal, and payment, among others. These statuses circulate between platforms and are time-stamped. They are not all governed by the same rules: some are mandatory, others optional, left to the discretion of the platforms and their clients. This degree of freedom presents an opportunity: the parties can take advantage of it and regulate, through contractual processes, the use of optional statuses (who activates them, within what timeframe, and with what effects between them).

At first glance, these statutes appear to be mere technical tools. In practice, they are likely to become decisive elements in the resolution of many commercial disputes.

Let's take the example of rejecting an invoice. The system allows the recipient to reject an invoice for certain precisely defined reasons. However, a dispute concerning the price, the quality of the service, or the conformity of the goods does not necessarily fall under the rejection mechanisms provided by the platform. How then can existing contractual dispute procedures be reconciled with the new status of the electronic invoicing system? The question is far from theoretical, and the law is silent on this point.

Similarly, the standard payment period (capped at sixty days or forty-five days end of month) begins on the invoice date. However, the new system separates the issuance, the uploading to the platform, and the actual delivery to the recipient: each of these moments will be time-stamped, and they will not always coincide. How can the issue date, which triggers the payment period, be reconciled with the receipt date, from which point the client can actually process the invoice? It is in the parties' interest to clarify this.

The reform also strengthens the traceability of transactions. The information recorded by the platforms could constitute particularly important evidence in future disputes concerning the fulfillment of payment obligations.

Payment deadlines: each payment will leave a record

One point deserves to be kept in mind. With the reform, payment collection data will be sent to the tax authorities by approved platforms. The tax authorities themselves announce, among the expected benefits, "greater compliance with payment deadlines." However, the DGCCRF (French Directorate General for Competition Policy, Consumer Affairs and Fraud Control) actively monitors payment deadlines, which can result in substantial and systematically published fines, and the law already governs the exchange of all documents and information between its agents and those of the DGFiP (French Public Finances Directorate). Therefore, comprehensive, time-stamped data on invoices and payments could facilitate this monitoring: this is precisely what the reform provides.

The approved platform is a key link, but remains an IT service provider

The approved platform plays a key role in this new system. It registers the company in the central directory, identifies it with the government's data hub, transmits and receives invoices, and routes transaction and payment data to the French Public Finances Directorate (DGFiP). Each company freely chooses its platform, and there is no requirement that it be that of its customer or supplier.

However, an approved platform remains an IT service provider. The approval granted by the government (a three-year, renewable registration) attests to its compliance with the requirements of the system; it does not guarantee its long-term viability, the quality of its service, or the fairness of its contractual terms. The law regulates the platform's relationship with the government: registration can be subject to conditions and withdrawn, failure to meet data transmission obligations is penalized by a fine of €50 per invoice, capped at €45,000 per year, and, in the event of a platform change, the previous platform must provide minimum services for at least one year. There is nothing, however, regarding its relationship with its client. This is governed by the contract: the platform must be selected and regulated like any critical service provider (service levels, restoration times, liability limits, handling and return of billing data, exit conditions).

Between supplier and customer: a chain of stakeholders, and failures that only the contract addresses

The bilateral relationship between supplier and customer becomes a chain: the supplier, its approved platform, the customer's approved platform, the customer, plus the administration's data hub, which also serves as a central directory.

Each party involved can fail. This could be due to an addressing error related to the directory, platform unavailability, an invoice rejected for technical reasons, or withdrawal of registration during the contract period. The regulations address the tax consequences of these failures: obligations and penalties are stipulated for each party. However, they do not address the civil and commercial consequences. If an invoice never reaches the client due to a platform's failure, who bears the burden of late payment, penalties, or even the consequences of a suspended delivery or service due to apparent non-payment?

On this point, specific legislation is silent. However, there is no legal vacuum; general law applies, but these general solutions will leave room for uncertainty. Pending feedback on practical experience, it is up to the contract to address these situations. The parties can stipulate a degraded procedure in the event of platform unavailability, a suspension of penalties when the delay is attributable to a technical intermediary, and a reciprocal obligation to provide alerts. An "electronic invoicing" annex to the framework agreement, which can be revised as practice stabilizes, seems a suitable approach: it establishes the framework without making the contract rigid.

The transition period concentrates the risks, and the stakes are not the same for everyone

Between September 1, 2026, and September 1, 2027, two categories of regulated entities will coexist. Those (large companies and mid-sized companies) that send and receive electronically, and those (small and medium-sized enterprises and very small businesses) that are required to receive electronically but can still send electronically through traditional channels. Companies will likely maintain a dual channel system while the system is being made more reliable and technical issues are addressed.

Potential errors can be identified today. An invoice sent both through the platform and by email, recorded twice, paid twice. A credit note circulating through one channel when the original invoice was sent through the other.

The stakes are not the same depending on the position held. A client dealing with numerous suppliers must organize the detection of duplicate invoices and control their incoming channels. A supplier issuing only a few invoices per month must primarily secure proof of invoice delivery. The necessary stipulations therefore differ from one company to another; a standard clause will not suffice. In many cases, existing contracts do not address these issues because they were drafted in an environment that will gradually disappear. The analysis must begin with a mapping of each company's internal processes and procedures.

Anticipate now, revise later

In fact, the current stipulations of company contracts may be ill-suited to the reality of this new way of doing business.

It is necessary to be proactive: identify technical and operational issues, organize their treatment in the contract, even if it means revising it as experience is gained.

Electronic invoicing is more than just a compliance issue. It changes how businesses record, claim, and dispute payment for their commitments. Businesses must incorporate this new system into their contracts as soon as possible, before initial difficulties hinder their ability to collect outstanding amounts and generate unnecessary litigation.

References

• Law No. 2022-1157 of 16 August 2022 amending finance law for 2022, art. 26.
• Law No. 2023-1322 of 29 December 2023 on finance for 2024, art. 91.
• Law No. 2026-103 of 19 February 2026 on finance for 2026, art. 123.
• Order No. 2025-1247 of December 17, 2025, recodifying the value added tax and various amendments to the code of taxation on goods and services.
• General Tax Code, art. 289, VI and VII (previous law); art. 289 bis, 289 E, 290 A and 290 B (versions applicable from 1 September 2026); art. 1737, III, IV, IV bis and V.
• Commercial Code, art. L. 441-10 and L. 441-16.
• Book of tax procedures, art. L. 83 A.
• Decree No. 2022-1299 of October 7, 2022 and Order of October 7, 2022 relating to the generalization of electronic invoicing.
• DGFiP, “Electronic invoicing: practical guide to getting started on September 1, 2026”, impots.gouv.fr.
• DGCCRF, “Inter-company payment delays: 248 companies audited and nearly 30 million euros in administrative penalties imposed”, news item of June 21, 2024, economie.gouv.fr.