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File : Incorporation on the Trade and Companies Register

Part 1

Essential information for incorporation

Données élémentaires sur l'immatriculation

The Trade and Companies Register is the official listing of commercial entities and civil companies

Overview

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 (companies and sole traders), and the legal performance of activities. So as to complete this, companies should carefully and correctly complete and document, with the competent organisations, primarily the Registry Offices and Commercial courts, all data required by law and regulations.

General purpose of the obligation of incorporation

Incorporation on the Trade and Companies Register leads to a presumption (in other words, provides proof notwithstanding proof to the contrary) of the existence of a legal entity for a company and the creation of a business for sole traders. Consequently, the primary purpose is to inform the public, and more widely, to allow for identification of companies and entities who are subject thereunto, and to use statistical data for listing on the SIRENE register held by the INSEE.

Remit, audit and sanctions of incorporation

Incorporation on the Trade and Companies Register primarily concerns the following companies:
- a physical person with the capacity of trader (sole trader),
- a Limited Liability Company (SARL) and Limited Company with a sole member (EURL),
- Partnership (SNC)
- Simplified partnership with shares (SCA)
- Simplified partnership (SCS)
- Simplified joint stock company (SAS) and Simplified joint stock company with a sole member (SASU),
- Limited Company (SA)
- Economic Interest Group (EIG) and European Economic Interest Group (EEIG),
- Civil company,
- A civil law firm (SCP)
- European Company (SE),
- A real-estate firm with variable capital (SPPICAV),
- Branch of a foreign company,
- Not for profit association having issued bonds,
- A French industrial and commercial establishment (EPIC).
In such instance as a sole trader or company should open several offices, each of these should be incorporated:
- one, which is referred to as the "main office", for the main branch, corresponding for companies, in the vast majority of cases, to the registered office, and for sole traders, the administrative seat;
- the other(s), known as "secondary office(s)", for each secondary branch, in other words for any "permanent office, separate from the registered office or main office and directed by any person having the power to bind legal relations with third parties".

Good to know: the first secondary office opened within the remit of another court than that of the main office, shall lead to a secondary incorporation, and any other office located within the same remit as the secondary office shall be the object of an "additional" incorporation.

Moreover, for the purposes of checking respect of the obligation of incorporation, the legal police are empowered, upon requisition of the Prosecutor of the Republic, to audit the locations where services and sales activities are performed.

In the event of default in respect by any physical person of the obligation of requesting incorporation within the deadline required, a notice to incorporate, potentially accompanied by a fine, may be issued by the duty judge, or at the request of the Prosecutor of the Republic or any person justifying an interest.
Moreover, people who provide, in bad faith, any inaccurate or incomplete indications with a view to incorporation are exposed to a fine of 4,500 euros and six months in prison.

 

Companies not subject to incorporation

Incorporation on the Trade and Companies Register does not apply to:

  • A commercial agent, physical person, entered on the Special Register of Commercial Agents (RSAC) held by the registry office at the Commercial court, which is, not entered on the Trade and Companies Register (RCS). Insofar as the activities of a commercial agency are undertaken in the form of a company, a second registration is then required with the Trade and Companies Register (RCS).

 

Bodies holding jurisdictional competence to receive the application for incorporation

Incorporation of commercial activities, for physical persons and legal entities, should be undertaken either with the Chambers of Commerce and Industry, or with the registry office at the Commercial Court (pursuant to article R. 123-5 of the Commercial Code - former procedure known as "article 3").

Incorporation of civil companies is undertaken with the registry office of the Commercial court.

It is the address of the sole trader or the registered office which will determine the geographical competence of the registry office of the Commercial Court.