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”.

Appointment of an auditor of the formation proceedings

The appointment of one or more auditors of the formation proceedings by the president of the Commercial Court ruling on petition is obligatory when contribution in kind is brought to the company.Two copies of the request for this appointment should be deposited at the Registry of the Commercial Court.

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 formation 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 directors. The first directors shall be designated in the memorandum and articles of association. The board of directors must then appoint the chairman of the board, the general manager, and, if need be, one or many assistant general managers ( a maximum of five).
• 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 that make up the cash contribution in a blocked account. The funds must be deposited either in a finance company located in France, at the Caisses des Dépôts et des Consignations (deposit and consignment office), or at the 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.

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 directors, the chairman of the board, the general manager, the assistant general managers, of the members of the executive board, of the members of the supervisory board, of the auditors and of any other persons authorised to bind 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 copies of the board of directors’ minutes designating the chairman of the board, the person responsible for the general management and the deputy general managers (if applicable), certified true by the legal representative.

Two certified true copies of the act conferring the quality of permanent representative of a firm that has been appointed as a director.

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.

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 legal representative 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.

If the declared activity is regulated, then send a copy of the authorisation delivered by the administrative supervisory authorities, a copy of the diploma or title.

££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.

For the directors (natural persons) and for the chairman of the board who does not assume the general management :

For the persons of French citizenship : a copy of your national identity card, or your passport, or an extract of your birth certificate

For the persons of foreign citizenship, send a copy (both sides) of your residency permit in force or a copy of your passport if you do not live in France or any official document proving your identity

A sworn statement indicating that you have no criminal record, dated and signed by the person concerned. This statement will later be checked by the judge responsible for overseeing the register with the criminal record service

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

For the directors (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 permanent representative, produce the same supporting documents as for the directors (natural persons), as well asTwo certified true copies of the act conferring him his quality of permanent representative.

For the chairman of the board of directors assuming the general management, the general manager and the deputy general managers:

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

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)

prepare your file online on the secure website of the Commercial Court’s registry)

££Free access