Prior to registering your company at the Register of Commerce and Companies, it is necessary to accomplish some formalities. Supporting documents will be requested in order to complete your registration file.

Preliminary procedures before registering at the Register of Commerce
and Companies

Exercising a regulated activity :

If your company exercises a regulated activity (sale of alcoholic beverages, optician, transportation of goods and passengers, etc.), check that you fulfill the conditions required for this activity (diploma, personal qualifications, etc.) in order to obtain the agreement, or the necessary authorisation to be registered with the RCS.
Pour obtenir des renseignements, adressez-vous :

• the professional organizations and associations
• the services of the Préfecture de Paris
• the administrative supervisory authorities (e.g. for transportation, you should refer to DREIF - Direction Régionale de l’Equipement d’Ile de France)

Domiciliation : your official business address

Proof will be required by the Registry of the Commercial Court of the established occupancy of the company’s head office (e.g. copy of the commercial lease, the contract with a domiciliation company, recent electric bill (EDF) or telephone receipts, etc.)

At the time of its formation, a company is authorized to locate its registered office at the domicile of its legal representative and to conduct business there for an unlimited period of time barring any legislative provisions or contractual stipulations to the contrary. When the company is subject to such legislative provisions or contractual stipulations, its registered office may be located at its legal representative’s domicile for a period which shall nor exceed five years from the date of its registration nor shall it exceed the legal, contractual or judicial term of occupation of the premises.

To domicile your company, you may also contact a domiciliation company or a “pépinière d’entreprise”.

Adoption of the memorandum and articles of association :

Drafting the memorandum and articles of association of a company is an essential and very important step in the creation of your company. It can have legal and fiscal consequences on the company and it can influence the social status of the company’s manager. To proceed to the adoption of the memorandum and articles of association, you should accomplish the following steps :

• Draw up the memorandum and articles of association
• Proceed to the appointment of the manager and the member of the supervisory board. The first members of the supervisory board must be designated in the memorandum and articles of association.
• Proceed to the appointment of the auditors.Two auditors must be designated in the memorandum and articles of association, a permanent auditor and a substitute.
• Deposit the funds which make up the cash contribution in a blocked account, either in a finance company located in France, at the Caisses des Dépôts et des Consignations (deposit and consignment office), or at a notary’s office. After registration of the company, the company’s legal representative will then produce a certificate of incorporation with the RCS in order to release the funds, which may then be transferred to the company’s bank account.
• Register the memorandum and articles of association of the company within one month of signing by all board members, free of charge, with the appropriate tax collector’s office nearest the home of one of the partners of nearest the head office of the company. This formality is not required before registration with the RCS.

Standard memorandum and articles of association forms may be bought in specialized and university bookshops.

££La nomination d’un commissaire aux apports :

En cas d’apports en nature, un ou plusieurs commissaires aux apports doivent être désignés par le Président du Tribunal de Commerce statuant sur requête.
La requête doit être déposée au Greffe du Tribunal de commerce en deux exemplaires.
Pour plus d'information sur cette requête, cliquer ici

Publication of the formation of the firm :

Contact a newspaper entitled to publish legal notices to announce the creation of your company. The following information is required : the name and legal form of company, the amount of the registered capital, the address of the head office, the purpose of the company (briefly indicated), its duration, the name, first name and home address of the manager, of any other person authorised to bind the company and of the partners who are indefinitely liable for the debts of the company, and the RCS with which the company will be incorporated.

N.B. In the event of a purchase or taking into real estate management of the assets of a business, a legal notice announcing this purchase or taking into real estate management shall also be published in an authorised newspaper.

Further steps to be taken

Make sure that the name of the company is clearly indicated on your mailbox, or you will not receive the certificate of incorporation (“Kbis” extract) that will be sent by the Registry.
In order to comply with the regulations, you must buy the company books (minute books, etc.) and get them stamped and signed by the Registry.

Documents to include in your file for your registration at the Register of Commerce and Companies

Acts and documents to produce in appendix to the RCS

Two original copies of the memorandum and articles of association dated and signed by all partners personally or via An original proxy, on production of a special authorisation (if the document is unattested) orTwo certified true copies (if the document is notarised); the proxies for the signature of the memorandum and articles of association shall be deposited inTwo original copies.

Two original copies of the certificate of funds deposit, enclosed with a list of the subscribers with the number of shares they subscribed to, and the amount paid by each of them.

If the capital is constituted of contribution in kind, produce the auditor of the formation proceedings’ report inTwo copies dated and signed

Two copies of the act appointing the manager, if he has not been appointed in the memorandum and articles of association, certified true by the manager. The act appointing a legal entity as a manager shall mention the identity of his legal representative(s).

££si une personne morale nommée gérant la SCA n’est pas immatriculée sur un registre public ou relève d’un pays non membre de la communauté européenne, joindre deux copies de ses statuts en vigueur traduits le cas échéant en langue française et certifiés conformes par son représentant légal

Written proofs to enclose with your file

a completed M0 application formTwo copies shall be deposited at the Registry and one copy at the Business Formalities Centre.

An original proxy from the manager if he has not personally signed the M0 application form.

Proof of the regular occupancy of the company’s head office (e.g.: a copy of the commercial lease, a contract with the domiciliation company, a recent electric bill (EDF) or telephone receipts, etc.)
It is very important for your company to clearly identify your company’s address in order to allow the Registry to mail the certificate of incorporation (Kbis extracts) to you when there is a formality or for your partners to contact you. If your company’s head office is domiciled at your legal representative’s home address, it is important to verify that the name of your company is clearly indicated on your mail box and to accomplish the necessary formalities with the post office for the follow-up of your company’s mail.

Proof of the publication of the notice announcing the creation of the company in a newspaper authorised to publish legal notices.

££In case of purchase, join :
- A copy of the proof of publication in an authorised newspaper of the notice announcing the purchase of the business.
- A copy of the sale contract of the business stamped and registered.

££In case of real estate management, join :
- A copy of the proof of publication in an authorised newspaper of the notice announcing the taking into real estate management.
- A copy of the real estate management contract.

Proof of the publication of the notice announcing the creation of the company in a newspaper authorised to publish legal notices.

A certificate indicating the names and first names of the parents, except if this information appears in a relevant document already produced.

For the managing partners (legal entities)

An original extract of the register of Commerce and Companies produced within the last three months, if the entity has been registered, or any official document proving the legal existence of the entity if it has not been registered yet at the register of commerce and companies.

For the members of the supervisory board (legal entities)

For the permanent representative, produce the same supporting documents as for the members of the supervisory board (natural persons).

An original extract of the register of Commerce and Companies produced within the last three months, if the entity has been registered, or any official document proving the legal existence of the entity if it has not been registered yet at the register of commerce and companies.

For the managers who are not managing partners (natural persons)

Written proofs to enclose with your file

For the persons of foreign citizenship that are obliged to have a residency permit, send a copy (both sides) of the residency permit in force or a copy of the prefectural authorisation to exercise a commercial, craft or industrial activity, or, in the opposite case, any other official document proving the identity of the person (passport)

For the Auditors

Proof of their registration on the official auditors’ list if it has not yet been published
The acceptance letter of their designation

For the managers (legal entities)

N.B : When the identity of the legal representative does not appear on the produced document, the following documents are required : copy of the national identity card or of the passport or the prefectural authorisation to exercise a commercial, craft or industrial profession (depending on the natural person’s nationality), the original sworn statement dated and signed, as well as the filiation’s attestation except when the filiation appears in a document that has already been produced.

Fees

- Include a cheque with your file for€
- Include a cheque with your file for
- The cheques shall be made out to : Greffe du Tribunal de Paris and enclosed with your application.

Greffe’s fees : postage included for sending the extracts
INPI : Institut National de la Propriété Industrielle (National Institute for Industrial Property)
BODACC : Bulletin Officiel des Annonces Civiles et Commerciales (Official Bulletin of Civil and Commercial Notices)