Procedures Guide

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.

Commercial agent activity

The commercial agent is defined by 1Article 1 of Law 91-593 of 25 June 1991 as an authorised representative who, as an independent contractor without being bound by a service provision agreement, is permanently responsible for negotiating and, where applicable, concluding sales agreements, purchase agreements, lease or service provision agreements, in the name and on behalf of producers, manufacturers, traders or other commercial agents. They may be an individual or a legal entity.

General principles

INDEPENDENCE

The individual commercial agent is an independent contractor who performs her/his business activity alone.

Thus:
- unlike companies, the concept of the partner cannot therefore be used;

- he/ she is not subject to wage status (unlike salaried commercial representatives (VRPs) working as dependent upon an industrialist);

- the commercial agent may be of French or foreign nationality; in the latter case, the possession of a prefectorial authorization to perform a commercial, industrial or artisanal activity may be mandatory depending upon the nationality of the person.

ACTIVITY

A commercial agent is an authorised representative; her/his activity is therefore not commercial but civil.

LIABILITY

As a consequence of his/her independence, the commercial agent is responsible indefinitely for the debts of the business. He/she therefore commits the entirety of their property.

SHARE CAPITAL

Unlike companies, no legal or regulatory provision imposes upon the individual commercial agent a capital requirement for operation of their individual company. No contribution of funds is therefore required.

DURATION OF THE COMPANY

Like companies, there is no limit to the duration of the company of the commercial agent.

ANNUAL ACCOUNTS

Maintenance of "lightened" accounting does not require the commercial agent to either establish annual accounts (like companies) or, moreover, file them with the registry office of the Commercial court for publication. However, filing of accounting documents by EIRL commercial agents is anticipated in the annex to the "Special register for sales agents" (RSAC), within a period of 6 months following the closing date of the financial year.

REGISTRATION

Before commencing their business activity, the commercial agent must register with the Special register of commercial agents maintained by the registry office of the Commercial court in the jurisdiction in which its office is domiciled. In light of the civil activity performed, this registration does carry the presumption of merchantability unlike the registration of business owners in the RCS.

Organisation

MANAGER

As an independent professional, the commercial agent has full authority to manage and direct their business and makes his own decisions: he/she is not accountable to anyone and may commit their company with respect to third parties.

DECISION-MAKING SYSTEM

Being alone in his or her company, no meetings need be held for decision-making purposes.. As compared to companies, formalities are thus reduced to a strict minimum.