Incorporation of a simplified joint stock company
The Procedures guide allows entrepreneurs and decision-makers to have a reliable, precise and up to date overview of legal procedures and measures concerning commercial formalities to be undertaken. It is broken down into 6 sections in which you can find information and documentation required for formalities with Registry Offices at the Commercial Courts.
Incorporation of a simplified joint stock company
The complete dossier for purposes of registering a simplified joint stock company with the RCS must be filed
- either with the Commercial Formality Centre (CFE);
- directly at the registry office of the commercial courtin application of Article R. 123-5 of the Code of Commerce (procedure known as "Article 3" of Decree No. 96-650 of 19 July 1996).
Steps preliminary to the filing of the formality
THE EXERCISE OF A REGULATED ACTIVITY
If you engage in a regulated activity (sale of alcoholic beverages, optics and eye wear, transportation...), ensure that you fully satisfy all the required conditions (diploma, professional qualification...) in order to obtain the necessary approval or authorisation for registration in the Trade and Companies Register.
For information, please contact: professional bodies and trade unions; the services of the prefecture of the department; the supervisory authorities (ex. for transportation activities, contact the Regional Equipment Department also known by the French acronym DRE).
You must demonstrate to the court clerk regular occupancy of your company's headquarters premises (by any means: copy of the commercial lease, recent EDF or telephone billings . . .).
Upon its formation, your company may be domiciled in the residence of its legal representative without limitation as to term when no legal provision or contractual condition prohibits it. By contrast, if there is a legislative provision or contractual stipulation that prohibits the head offices being set up in the legal representative's personal domicile, domiciliation is allowed on the premises but may not exceed a period of five years, starting from the date of registration. Where applicable, this period is shortened to the legal, contractual or judicial term for occupancy of the premises (Article L. 123-11-1 of the Commercial Code).
In order to domicile the SAS (general partnership company) you may also apply to a domiciliary company (refer to our data sheet obligations des sociétés de domiciliation commerciale et des sociétés domiciliées (obligations of commercial domiciliary companies and domiciled companies) , or to a business incubator etc.
ADOPTING THE ARTICLES OF INCORPORATION
Drawing up the articles is an important step that must not be handled negligently. It may have legal and fiscal consequences for the company, and may impact on the director's business status. The procedures described below.
- Draw up the articles.
- Appoint the Chairman of the SAS and the administrative bodies where applicable.
- Appoint the statutory auditors where applicable. In such as case, a permanent statutory auditor and a substitute must be appointed in the articles.
- Deposit the funds that constitute the contributions in kind in escrow account. The funds must be deposited in a credit institution located in France, at the Caisse des dépôts, or with a notary. They will be released upon the presentation by the legal representative of the extract from the Trade and Companies Register issued by the court clerk, and transferred to the open account of the company.
- Register the articles of association during the month following their signature. Normally, the articles of association must be registered, free-of-charge, with the tax office of the domicile of one of the partners or of your company's headquarters as allowed by the the tax authorities. This formality is not required prior the registration at the RCS.
Articles of association templates may be obtained from university or specialised book stores.
APPOINTING AN AUDITOR
In the case of contributions in kind, one or several contributions auditors must be appointed by the residing Judge of the commercial court, upon application.
The request should be filed with the registry at the commercial court in two exemplars. For further information concerning this application, click here
PUBLICATION OF FORMATION OF A COMPANY
Publishing an announcement that the company is created in a journal of legal announcements. The announcement must contain the following information: company denomination; where applicable, the logo; the legal form; the company's capital; head offices address; company purpose (given in short form); duration of the company; name and first names and address of the manager; persons with power of attorney for contractual purposes with third parties; partners with unlimited liability for company debts; auditors (if they have been appointed); mention of the registry of the Court registry where the company is to be registered with the Trades and Companies Register (RCS). If the company has variable capital, it must be referenced in the notice as well as the amount below which capital may not be reduced.
N.B. : in the case of a buyout, a contribution, a lease or stewardship contract (gérance-mandat du fonds de commerce) this must be stated in the Gazette.
Please identify your mailbox in the name of the SAS. Otherwise you will not receive the extracts from the Trade and Companies Register when they are sent by the registry.
First purchase, and then have the regulatory books listed and initialled (partners' deliberations registry ...) at the commercial Court registry.
Documents to be attached to the file
LEGAL INSTRUMENTS AND DOCUMENTS TO PRODUCE FOR THE RCS
An original exemplar (in the case of a deed drawn up under private signature), dated and signed, of the articles (or an exemplar in the case of an authenticated deed); power of attorney for signing the articles, in an original exemplar.
If a legal entity appointed as chairman or general manager of the SAS is not registered in a public registry or falls under a non-member country of the European Union, attach a copy of its articles in force, where applicable, translated into French, certified as a true copy by legal representative.
An original exemplar of the certificate from the custodian of the funds, along with the list of subscribers, mentioning the number of shares subscribed and the sums paid by each of them.
If Chairman is not appointed in the articles, please produce an exemplar, certified as a true copy, of the appointment. In the case of a legal entity, the representative's identity must be shown in the deed.
If a general director is appointed, and he is not named in the articles, please produced a exemplar, certified by the Chairman, of the appointment.
If the capital is made up of contributions in kind, produce the report by the statutory auditor in a dated and signed exemplar.
The M0 printed forms duly completed and signed.
A power of attorney from the manager, in an original exemplar if he has not signed the M0 himself.
A document attesting to regular occupation of the head offices premises (lease, domiciliary contract, EDF receipt or telephone invoice etc.). It is extremely important that your company clearly identifies the address of its head offices, enabling the registry to send you the extracts from the Trade and Companies registry for purposes of procedures, and enabling your partners to get in touch with you. If the head offices are declared to be at the legal representative's personal domicile, it is necessary to identify their mailbox with the name of the SAS and to perform the necessary procedures with the Post Office for delivering your company's correspondence.
A certificate of publication of a notice of formation of the company in a journal of legal announcements.
If the declared activity is regulated, attach a copy of the authorisation issued by the competent authority, a diploma or certificate.
For the purchase of a business, attach:
- a copy of the attestation that the announcement concerning the purchase of goodwill was published in a journal of legal announcements;
- a copy of the deed of sale of the goodwill, registered, with the relevant government revenue stamp affixed.
For acquisition by lease management of a business, attach:
- a copy of the attestation that the announcement concerning the lease of goodwill was published in a journal of legal announcements;
- a copy of the lease management contract.
For the a management mandate of a business, attach:
- a copy of the attestation that the announcement concerning the gérance-mandat was published in a journal of legal announcements;
- a copy of the gérance-mandat contract.
For a company goodwill contribution, please attach:
- a copy of the attestation that the announcement concerning the contribution of goodwill was published in a journal of legal announcements;
- a copy of the deed of contribution of the goodwill, registered, with the relevant government stamp affixed.
FOR THE CHAIRMAN, THE GENERAL DIRECTOR OR GENERAL DIRECTOR DELEGATE, WHO ARE PHYSICAL PERSONS
A copy of the identity document: copy of a passport or currently valid national identity card or a duplex copy of a currently valid residence permit, if applicable. The status shown on the residence permit must be such that the titleholder has the right to register with the RCS.
An original sworn statement of non-conviction dated and signed by the interested party, which will be subject to verification with any criminal record by the judge appointed to the Trade and Companies Register.
A certificate of family relationship (full names of the parents) unless the family relationship appears in a document already provided.
FOR THE CHAIRMAN, THE GENERAL DIRECTOR OR GENERAL DIRECTOR DELEGATE, WHO ARE LEGAL ENTITIES
An extract of the Trade and Commerce Register in original exemplar, less than three months old if the entity is registered; otherwise any official document proving the existence of the legal entity where it is not registered with the RCS.
N.B. : if the legal entity is not registered, or falls under a country that is a non-member of the European Union, its legal representative must be declared to the RCS; in such a case, please produce the same documents as those mentioned above for physical person managers. Please also consult our data sheet: declaration to the RCS of a representative of a directing legal entity
FOR AUDITORS (IF THEY HAVE BEEN APPOINTED)
Please provide documentary evidence of their registration on the official list of auditors if it has not already been published.
Please provide the letter of acceptance of their appointment.
ATTACH A CHEQUE FOR 49.92 EUROS (CREATION) OR 242.36 EUROS (PURCHASE, CONTRIBUTION, LEASING, OR GÉRANCE-MANDAT)
Cheques must be made payable to the relevant GREFFE DU TRIBUNAL DE COMMERCE, and attached to the application.
How the amount required for the procedure is distributed:
Registry office fees (including filing costs: 7.80)
Cost breakdown for a formality in the case of a purchase, contribution, or assumption by lease management or management mandate
Registry office fees (including filing costs: 7.80)
Fees of the registry office: postage fees of extracts included. INPI: National institute of industrial property (paid by the registry office). BODACC: Bulletin Officiel des Annonces Civiles et Commerciales (Official Journal of Civil and Commercial Announcements) (paid by the registry office).