Registration of a limited liability company or SARL (following an acquisition)
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.
Registration of a limited liability company or SARL (following an acquisition)
The completed file allowing for registration of a limited liability company (including in the case of a sole partner SARL - EURL) to the RCS must be filed either
- at the competent Commercial Formality Centre (CFE); or
- 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
Performance of a regulated activity
If you exercise a regulated activity (alcoholic beverage sale, optics and eye wear, transportation...), make sure that you fully satisfy all the required conditions (diploma, professional qualification...) in order to obtain the necessary approval or authorization 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 registry office regular occupancy of your company's headquarters premises (by any means: copy of the commercial lease, recent EDF or telephone billings . . .).
When it is formed, the company may be domiciled in the residential premises of its legal representative, with no limit as to duration, on condition that no legislative measure or contractual stipulation prohibits it. By contrast, if there is a legislative provision or contractual stipulation that prohibits the registered office from being set up in the legal representative's personal domicile, domiciliation in such premises while remaining possible, may nevertheless 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).
To establish the domicile of the limited liability company (SARL), you can also contact a company providing domiciliary services (see our section obligations of companies providing commercial domiciliary services and domiciled companies), at a business incubator...
Appointing a contributions auditor
In case of contributions in kind, a contributions auditor must be appointed. This appointment is not mandatory when the three following conditions are met:
- express decision of non-appointment taken unanimously by the partners and recorded in a legal instrument;
- value of each contribution in kind of less than 30,000 euros;
- total value of all the contributions in kind not subject to assessment not exceeding half of the share capital.
The role of the contributions auditor is to assess the property contributed to your company's capital. Download an application template
Adopting the articles of association
The drafting of the articles of association is an important step that should not be overlooked. It can have legal and tax consequences to the company and influence the legal status of the manager. The step is described below.
Create the articles of association (do not omit to specify the address of the establishment where the funds have been deposited).
Proceeding with the appointment of the manager. He or she may be named either in the articles of association or in a separate legal instrument to be filed in the Register of Trade and Companies.
Deposit the funds constituting cash contributions in a blocked account. The funds must be deposited in a credit institution located in France, in the Caisse des dépôts or with a notary. They will be released upon presentation by the manager of the extract from the Register of Trade and Companies issued by the court clerk and transferred to the account opened in the company's name.
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 for the domicile of one of the partners or of your company's headquarters as allowed by the tax authorities. This formality is not required prior to the registration at the RCS.
Articles of association templates may be obtained from university or specialised book stores.
For the establishment of a limited liability company whose sole partner personally assumes management, download the articles of association template established by the Decree No. 2008-1419 of 19 December 2008
Publication of a notice of the company's formation
Publish a notice of the company's formation in a journal of legal announcements. This notice contains the following references: the company name followed by, where necessary, the acronym; the legal form; the company's capital; the address of the registered office; the corporate purpose (briefly stated); the company's duration; the full names and addresses of the manager, and those having the general power to commit the company to third parties;the auditors (if appointed); as well as the Trade and Companies Register where the company will be registered. If the company has variable capital, it must be referenced in the notice as well as the amount below which the capital may not be reduced.
Draw up and sign a legal instrument for the acquisition of the business
Record the acquisition instrument with the tax office
Publication of the of the acquisition of the business
Publish a notice of acquisition of the business in a journal of legal announcements. This notice contains the following references: dates, volume and number of the tax office or, in the case of a simple declaration, the date and the number of the receipt of such declaration and, in both cases, reference to the office where these operations took place (for registration of a legal instrument containing changes or, in the absence thereof, the declaration prescribed by Articles 638 and 653 of the General Tax Code).
in addition, the acquisition notice contains the date of the legal instrument, the full names and domiciles of the former and new owner, the nature and registered office of the business, the price stipulated, including the expenses or the assessment used as the basis for the collection of the registration fees, the indication of the time limit for objections and an election of domicile within the jurisdiction of the court.
Be sure to label your mailbox with the name of the limited liability company (SARL or EURL). If not, you will not receive the extracts from the Trade and Companies Register sent by the registry office.
Purchase and have the statutory books (register of deliberations of the assembly of partners or of the sole partner...) evaluated and initialled at the registry office of the Commercial court.
Documents to be attached to the file
Legal instruments and documents to be provided by annex to the RCS
An original copy of the articles of association dated and signed by all the shareholders in person or by representative endowed with a special proxy (if it is a private deed) or a notarial copy (if it is a certified instrument); the proxy(ies) for the signature of the articles of association is/are filed in one original copy.
A dated and signed copy of the contributions auditor's report, if applicable.
For an EURL, a copy of the support contract of the proposed undertaking for the start-up or resumption of economic activity certified by the legal representative, if applicable.
The M0 SARL printed forms duly completed and signed. See also our section: References to be made to the RCS when registering an SARL (Limited Liability Company)
An original power of attorney from the manager if he or she has not signed the M0 SARL printed forms.
A document demonstrating regular occupancy of the head office premises (lease, domiciliation contract, EDF receipt or phone bill....). It is important that your company clearly identify its head office address, thus allowing the registry office to send extracts of the Trade and Companies Register at the time of a formality or for your collaborators to contact you. If the registered office is established at the personal residence of the legal representative, it is necessary to label his or her mailbox with the name of the SARL or EURL and to carry out the necessary postal procedures for forwarding the company's mail.
A certification of publication of the notice of formation in a journal of legal announcements.
A copy of the certificate of publication of the notice pertaining to the acquisition of the business in a journal of legal announcements .
A copy of the stamped and recorded legal instrument of the sale of the business. If the declared activity is regulated, attach a copy of the authorisation issued by the regulating authority, the diploma or certificate.
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 indicated on the residence permit must allow the holder to register with the Trade and Companies Register (RCS).
An original sworn statement of non-conviction dated and signed by the interested party which will be verified against any criminal record by the judge appointed to the Trade and Companies Register.
A certificate of family relationship (full names of parents) unless the family relationship appears in a document already provided.
For auditors (if appointed)
Provide a supporting document of the registration on the official list of auditors if it has not yet been published.
Provide the acceptance letter of their appointment.
ATTACH A CHEQUE FOR 242.36 EUROS
Cheques must be made payable to the relevant GREFFE DU TRIBUNAL DE COMMERCE, and attached to the application.
Cost breakdown for this formality
Registry 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).