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

The limited liability company shall be designated by its business name.
The names of one or more members may be incorporated in this business name.

General principles

Partners : The limited liability company may be formed by a minimum of one person (limited liability company with a sole member – “EURL”), which cannot be a limited liability company with a sole member in itself, and a maximum of a hundred persons. The members may be natural persons or legal entities, French or foreign citizens. They are liable for the debts of the company only in respect of their contributions. A minor, represented, may be a member in a limited liability company.
The members in a limited liability company are not deemed to be traders.

The company's capital : The company’s capital shall be divided into even shares. Its amount shall be freely fixed by the memorandum and articles of association (For press journalist’s limited liability companies, the capital’s minimum is fixed at 300€.)
When the limited liability company has variable capital, the memorandum and articles of association must determine the sum below which the capital may not be reduced. This minimum capital, which must be declared to the register of commerce and companies (“RCS”), cannot be less than the tenth of the company’s capital as indicated in the memorandum and articles of association

Shares : The total number of shares created must be subscribed by the members. At least one fifth of the face value of shares representing contributions in cash must be paid (the balance may be paid in one or more payments within a deadline which may not exceed five years with effect from registration), as opposed to shares representing contributions in kind which must be fully paid.
In case of contributions in kind, an auditor of the contribution proceedings must be appointed. This appointment is not mandatory when the following conditions are met :

Contributions : All members must make a contribution to the company. These contributions may be made in the form of cash, kind or services. Only the contributions in cash and in kind make up the company’s capital. In the event of contributions in the form of services, the memorandum and articles of association shall fix the conditions in accordance with which shares representing contributions in the form of services may be subscribed.
In exchange of the contributions made, every member has rights and obligations towards the company (right to vote in the meetings, participate in the decision-making process, liability for the debts of the company).

The legal entity's duration : The company’s term may not exceed 99 years. It runs from the registration of the company at the register of commerce and companies (“RCS”)and may be extended on decision of the members.

Annual accounts : The limited liability company must deposit its annual accounts at the registry (“RCS”), a month after their approval by the members. The members must hold a meeting six months after the end of the financial year in order to approve or not the annual accounts.
However, a request to extend the deadline for holding the meeting of the members ruling on the annual accounts may be made by sending a petition to the president of the commercial court.
In case of disapproval of the annual accounts, the minutes or a copy of the minutes of disapproval must also be deposited at the registry.

Manager : A limited liability company shall be managed by one or more persons (with the title of managers) who must be natural persons. The manager may or may not be a member. He is not deemed to be trader.
The managers are appointed either in the memorandum and articles of association or in a distinct act.
In dealings with the members, the powers of the manager shall be fixed by the memorandum and articles of association. In dealings with third parties, he is the legal representative of the company and is invested with the most extensive powers which enable him to act on behalf of the company in all circumstances, subject to the powers that law allocates explicitly to the members.

Auditor : The appointment ofTwo auditors, one as incumbent and the other as deputy, is optional.