Registrar of the Commercial Court of Paris - Register of Commerce and Companies

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Commercial agent’s functions

Commercial agents, as defined by Article 1 of the law 91-593 of June 25, are “agents who, as independent professionals not linked by contracts for services shall be permanently entrusted with negotiating and possibly concluding sale, purchase, rental or service provision contracts for and on behalf of producers, industrialists, traders or other commercial agents. Commercial agents may be natural or legal persons”.

General principles

Indépendence : Commercial agents (natural persons) are independent professionals. They exercise their activity on their own.
Consequently :

- as opposed to companies, the concepts of partners and members may not be used.
- they are not submitted to the status of wage-earners. (as opposed to sales representatives (“VRP”) who are depending on an industrialist.
- commercial agents may be French or foreign citizens.
- In this latter case, obtaining an authorization to exercise a commercial, craft or industrial activity, delivered by the “Prefecture” (departmental administration offices) might be compulsory, depending on the person’s nationality.

Activity : the commercial agent is an proxy. Thus, his activity is not commercial, but civil.

Liability : As a consequence of his independence, the commercial agent is indefinitely liable for the debts of his business in respect of his own personal assets.

The business’ capital : As opposed to companies, no legal or statutory stipulations clause, provision require the commercial agent (natural person) to build a specific capital in order to run his business. No contribution to the capital is necessary.

The business’ duration : As opposed to companies, there are no limitation to the undertaking’s duration.

Annual accounts : The accountability is lightened for commercial agents. Therefore, they are not required to file annual accounts (as opposed to companies), nor do they need to deposit it to the registry (“RCS”) to ensure their publication.

Registration : Commercial agents must, prior to exercising their activity, register in a special register for commercial agents which is held by the registry (“RCS”) of the district where they are located. Concerning the civil activity they are exercising, this registration does not bring the presumption of traders upon commercial agents, as opposed to the registration of traders at the register of commerce and companies (“RCS”).

Organisation

Manager : As an independent professional, the commercial agent has the full powers to manage and direct his businessand takes the decisions alone. He does not have to account for his acts to anyone and binds his business with regard to third parties.

Decision-making process : Being alone in his business, there is no general meeting to hold in order to make decisions. As compared to companies, formalism is reduced to its strict minimum.