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.

Interested persons, deadlines, documents to be produced, cost

Legal representatives of legal entities must effectuate for their account filings of legal instruments separately with the Trade and Companies Register (RCS).

With respect to individuals, Law No. 2010-658 of 15 June 2010, which created the individual business with limited liability, provides for the filing of legal instruments by annex to the registers maintained by the commercial court clerk (see our synopsis: filings with the registry of the EIRL)

Interested legal entities

In principal, all legal entities subject to registration with the RCS are subject to filing of legal instruments.

However, certain legal entities are exempt.

Notably concerned, in certain cases, are public establishments of an industrial or commercial nature (EPIC) and legal entities for which registration is provided for by a legislative or specific regulatory text.

Moreover, according to the nature of the formality, the request for registration with the RCS by a legal entity is accompanied by a filing of legal instruments.

Therefore, economic interest groups (EIG), and European economic interest groups (EEIG) are held to the filing of legal instruments:

  • at the time of their RCS registration,
  • and at each time that information appearing in the incorporation documents and subsequent legal instruments filed separately with the RCS is modified.

Deadlines and documents to produce

Legal instruments are filed by annex with the RCS in copies certified as conforming by the legal representative of the legal entity or by any person authorised by a writing of the company at issue.

Modifying legal instruments are filed within the period of one month from the date of decision and, if applicable, after publication provided in a journal of legal announcements.

AT REGISTRATION

Original articles of association are filed if established by a legal instrument under seal or by expedited form if established by certified instrument. See our synopsis : legal references in the articles of association

AT THE TIME OF MODIFICATIONS

The legal instruments as well as decisions are filed in the conditions below and are accompanied by the articles of association or current group agreement. Also see our synopsis : legal references in assembly meeting minutes

AT THE TIME OF REMOVAL

Request for removal from the RCS also gives rise to filing of a legal instrument(s), except in the event of the transfer of the assets of a subsidiary to the sole partner (TUP).

With respect to economic interest group, it must be clarified that the closing for liquidating operations is effectuated according to the terms of the contract. However, the following legal instruments are produced in support of a request for removal: a copy of the decision for the closing of liquidating operations certified as complying by the liquidator.

Prices

ENCLOSE A CHEQUE FOR 19.32 EUROS (FILING BY MAIL OF A SINGLE MODIFYING LEGAL INSTRUMENT)

Cheques must be made payable to the relevant GREFFE DU TRIBUNAL DE COMMERCE, and attached to the application.

Cost breakdown for this formality

Registry office administration fees (including postal fees: €0.74)

VAT

INPI

BODACC

€11.18

€2.24

€5.90

€0.00

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).