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Practical information

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Prior to registering your company at  Trade and Companies Register (“Registre du Commerce et des Sociétés” or “RCS”), some formalities  must be complied with. Documentary evidence will be required in order to complete your registration file.

NB : Submitting a file to apply for registration to the Trade and Companies Register.

The complete file must be brought :

Either to the centre for administrative formalities (“Centre de Formalités des Entreprises”).

Either directly at the registry office (“le greffe”) of the commercial court, pursuant to article R123-5 of the Commercial Code (the “article 3” procedure of decree n° 96-650 of July, 19 1996.

  Preliminary procedures before registering at  the Trade and Companies Register

Exercising a regulated activity :

If your company exercises a regulated activity (sale of alcoholic beverages, optician, transportation of goods and passengers, etc.),  make sure  you fulfill the conditions required for this y (diploma, personal qualifications, etc.) in order to obtain the agreement, or the necessary authorisation to be registered with the RCS.
 For further information, contact :

Domiciliation : your official business address

 

 You will have to bring evidence to the registry office (“le greffe”) of the regular occupancy of the company’s head office by any means, such as copy of the commercial lease, the contract with a domiciliation company, recent electric bill (EDF), telephone receipts, etc.)

 

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. (L123-11-1 of the Commercial Code)

 

To domicile your company, you may also contact a domiciliation company or business incubators(“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, the following conditions must be fulfilled :

  • Draw up the memorandum and articles of association.
  • Proceed to the appointment of the chairman of the company and of the executive bodies, if applicable.
  • 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 fundsconstituting the contribution in cash in a blocked account, either in a finance company located in France, or at the Caisse 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 from the 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 at the RCS.

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

 

Appointment of an auditor of the formation proceedings

 

When contribution in kind is brought to the company, the president of the Commercial Court, ruling on petition, must appoint one or more auditors of the formation proceedings. Two original copies of the request for appointment must be brought at the Registry of the Commercial Court

 

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 chairman, the general manager, the deputy general managers, of the members of the executive board, of the members of the supervisory board, of the auditors and of any other persons authorized 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 authorized 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  enclose with your file for your registration  with the RCS

 

 

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) or  two certified true copies (if the document is notarised); the proxies for the signature of the memorandum and articles of association shall be  brought in twooriginal 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 chairman has not been appointed in the memorandum and articles of association, produce   two  copies which have been certified true by the chairman, of the document appointing him. If the chairman is a corporate body, the identity of its representative should appear in the document.

 

If the general manager has not been appointed in the memorandum and articles of association, produce  two copies which have been certified true by the chairman, of the  document appointing the general manager.

 

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

 

For the sole member limited liability company,Two copies of the business-plan support contract for the creation or takeover of a business y, certified true by the legal representative, if applicable ("SASU").

 If a corporate body has been appointed as chairman or general manager of the simplified joint-stock company (“SAS”) but has not been registered with a public register or is not part of a country belonging to the European Community, you have to produce two certified true copies of its memorandum and articles of association in force, translated in French if necessary and certified true by the “SAS” legal representative.

 

 

Written proofs to enclose with your file

 

a duly completed and signed M0 application form (LIEN).Two copies shall be  brought at the Registry and one copy at the  Centre for administrative formalities (“Centre de formalité des entreprises” or CFE).

 

 

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

 

Evidence 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), 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 to fulfill or for your partners to contact you. If your company’s head office is located  at your legal representative’s home address you have to clearly state the name of your company on your mail box and make sure you have fulfilled all the necessary formalities with the post office for the follow-up of your company’s mail.

 

 A copy of the certificate  of publication of the notice announcing the creation of the company in a newspaper authorized to publish legal notices.

 

If the declared y is regulated, then send a copy of the authorisation delivered by the  regulatory authorities (“autorités de tutelle”), a copy of the diploma or title.

 

In case of purchase, produce :
- A copy of the certificate of publication in an authorized newspaper of the notice announcing the purchase of the business.
- A copy of the stamped and registered sale contract.

 

In case of lease management, produce :

 

-          A copy of the certificate of publication in a newspaper of the notice announcing the taking into lease management of the business.

-          A copy of the lease management contract.

 

In case of real estate management,  produce :
- A copy of the certificate of publication in an authorized newspaper of the notice announcing the taking into real estate management.
- A copy of the real estate management contract.

 

In case of capital brought into a business, produce :

-          A copy of the certificate of publication in an authorized newspaper of the stamped and registered notice announcing the contribution

-          A copy of the stamped and registered document attesting the contribution.

 

For the chairman, the general manager and the deputy general manager of the simplified joint-stock company as natural persons (as opposed to corporate bodies) :

 

A copy of an ID : a copy of a passport or of a national identity card, or a double-sided copy of an unexpired residence permit. The status mentioned on the residence permit must enable its bearer to register at the Trade and Companies Register.

 

 Foreign citizens who do not live in France must provide among other things a copy of the receipt of the declaration made to the “préfet” of the department in which the trader wants to exercise his/her craft or commercial business, depending on the person’s nationality.

Click here for further details

 

A sworn statement, dated and signed by the person concerned,indicating that you have no criminal record. This statement will be scrutinized later by the judge appointed by the president of the commercial court to supervise the RCS.

 

A certificate indicating the names and first names of the parents, unless this information appears in another document which has already been produced.

 

 For the chairman, the general manager and the deputy general manager of the simplified joint-stock company as corporate bodies (legal entities)

 

 An original extract of document attesting the registration with the Trade and Companies Register 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 with The Trade and Companies Register.

 

NB : If a corporate body has not been registered with the RCS or is part of a country which is not a member of the European Union, its legal representative must be registered with the RCS.  In that event, you have to produce the same documents as the ones required for the chairman and general manager as natural persons.

 

 

For the Auditors :

 

Provide evidence of their registration on the official auditors’ list if it has not been published yet.

 The letter stating the acceptation of the designation.

 

NB : If the direction board or the collegial board has not been mentioned in the memorandum or in the articles of association, refer to our documentation concerning the rules applying to disclosure (la “revelation”) at the RCS of the different boards of the Simplified joint-stock company (“SAS”).

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