Associated files

Incorporation on the Trade and Companies Register

Incorporation on the Trade and Companies Register is essential. Leading to attribution of a SIREN code issued by the INSEE and notably by the issue of a kbis (company registration certificate) by the registry office at the Commercial court, this is the condition for exercising the majority of rights and obligations of companies who should normally be subject thereunto and the legal performance of activities.

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The articles of association of a company

The articles of association constitute the company's founding charter. They give the company its individual character and materialise its main characteristics, especially its objectives and general operation with regard to partners, shareholders and the parties. They are mandatorily set in writing.

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Mothballing a company

Mothballing a company who is the voluntary suspension of a company's activity for a maximum period of two years; it is performed with no other reason for suspending operations. This is therefore a transitory suspension of the company's activity, without its dissolution being requested.

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Last published

The minutes of general meetings for approval of the annual accounts of commercial companies

Once a year, the annual accounts for the last financial year, i.e., the balance sheet, the profit and loss statement and the notes, must be approved of the Annual General Meeting. More specifically, in most commercial companies (SA, SAS, SNC, SCS, SA, SARL etc. ), the members of the executive bodies are liable to heavy criminal and civil sanctions for management error, if they breach the obligation to submit annual accounts for approval by the partners or shareholders. For this reason, the members of these executive bodies must demonstrate that they have indeed submitted the company's annual accounts for the preceding financial year for approval by the partners or shareholders, who generally meet in Annual General Meeting, by drawing up minutes of the general meeting. The approval of the annual accounts is therefore strictly regulated. By approving these annual accounts, these partners or shareholders implicitly demonstrate that the documents concerned contain data that has been prepared on a true and sincere basis. They also presume that, as of the closing date of each financial year, these annual accounts reflect a faithful picture of the assets, the financial position and the book profit (or loss) for the companies' business. More generally, the approval of the annual accounts represent the indispensable tool to provide a minimum of information on the main accounting parameters, financial management and operations of commercial companies. They are therefore an essential decision making tool aiding the diverse interests of any interested person (directors; shareholders; investors; government authorities; creditors, such as bankers, suppliers; customers; competitors; commercial courts and potentially other judicial authorities, responsible for preventing and dealing with companies in difficulty) near or far, through access to the company's business data as well as by their financial, accounting and management position. For all these reasons, it is vital that the annual accounts must be approved in strict compliance with the statutory requirements.

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File : Which articles of association for what business?

Part 1

What is nature of company's business?

The nature of company's business

Characterising the company's business is an essential step in determining of its operating legal form.

Overview

Identifying whether a company's business is commercial or 'civile' (non-commercial) in nature is a preliminary step that is essential when determining its legal form as well as its social security and tax regime. It is only after identifying this, that the business owner may choose the legal form that is most appropriate to his/her project.

 

Commercial business

In French legal terms, a commercial activity, therefore the activity of a commercial company, is one where the company usual business is mainly to buy or sell (trade) products and services.

Therefore, if the company's principal activity is to trade, it has, what is known in France as a commercial business. The list of these "trades" includes (Articles L. 110-1 And 2 of the Commercial Code):

- Purchasing any capital goods for resale, either in their original condition, or after transforming and implementing them
- Any purchase of fixed assets for the purpose of reselling them, unless the buyer acted in order to build one or more buildings and to sell them in block or as offices
- Any intermediary transactions for purchasing, subscribing, or selling buildings, business assets, shares in real estate companies,
- Any furniture rental company
- Any manufacturing company, freight forwarder, or transport company by land or water
- Any company specialising in office supplies, agencies, business offices, auction houses, public entertainment
- Any foreign exchange, banking and brokerage business
- Any public banking operations
- Any obligations between traders, merchants and bankers
- Bills of exchange between any person or entity,
- Any construction company, and any purchase, sale and resale of buildings for inland and maritime navigation
- Any maritime shipment
- Any purchase and sale of ship's apparel, appurtenances or stores
- Any charter or charter party, or granting or taking out a respondentia loan
- Any insurance policy and other contracts relating to the merchant shipping
- Any agreements and conventions for hiring crew or paying crew wages
- Any commitment of ratings for the service of commercial buildings.

Examples of trading activities: retail trade, transport, banking, insurance, brokerage ...

 

Private business activities

On the other hand, activities which are not considered as commercial are deemed to be 'civil' i.e. do not have a commercial purpose. This are essentially tradesmen, artisans, professional and agricultural businesses.

The tradesman or artisan has the following key characteristics:

- He carries out a production, transformation, repair business or provides services. This activity must be included on a list established by decree and available through the chambre de métiers [chamber of trades].
- The tradesman works on his own behalf and not on behalf of another natural person or entity.
- When he works as a sole trader or in a company, he is registered in the Trade Directory at the Chamber of Trades as long as he does not employ more than ten employees (this calculation excludes apprentices and employees working under a single occupational integration contract). Otherwise, the sole trader or company must be registered in the Register of Trades and Companies, at the registry office of the Commercial court.
Examples of trades: hairdresser, baker, butcher, locksmith, musical instrument maker, jeweller ...

The self employed professional The act (of 22 March 2012) gives this definition: "Self employed professionals include people who on a habitual basis, independently and under their own liability, perform an activity of a generally 'civil' (i.e., non commercial) nature aimed at providing mainly intellectual, technical or therapeutic services, in the interest of the client or the general public, after gaining the relevant professional qualifications and in accordance with ethical or a professional principles, without prejudicing the statutory provisions applicable to other forms of self-employment".
Examples of self employed professional activities: lawyer, doctor, accountant, surveyor, notary public, consultant, etc.

The activity of the farmer involves transforming and selling plant and animal products from the farm as well as the providing guest accommodation at the farm. Farming activities involve managing and exploiting a biological cycle of plants or animals and includes one or more steps necessary to continue this cycle.
Examples of farming activities:animal husbandry, fodder crops ...

Good to know: it may be necessary to meet certain preconditions for some of these activities such as the obtaining qualifications, gaining professional experience, taking out insurance or a compulsory financial guarantee, getting state authorisation, or fulfilling a nationality condition, etc., that the registry office of the commercial court must verify when filing an application to create a company. For more information, APCE [state office for business start-ups] provides a (not exhaustive) list of this type of business, frequently referred to by the term "regulated business activities".

 

View the list of regulated professions and business activities on the APCE website