Associated files

Which articles of association for what business?

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 most appropriate to his/her project.

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Company name

A Company's name enables identification of the company, mostly with clients, suppliers, administrations and the wider public.

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Share capital

Share capital fulfils several roles: company funding, guarantee for third-party creditors, and distribution key of rights and powers within the company; it can be seen as a multifunction instrument serving additional interests: not only those of the company, but of its owners and creditors.

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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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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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Formation

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Company history

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Legal proceedings

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File : Incorporation on the Trade and Companies Register

Part 2

Formalities for incorporation

Formalities for incorporation

Incorporation is issued insofar as the information completed and supporting documents documented respond to legal and regulatory requirements.

Preparation and filing a request for incorporation

Overview of the content of the application for main incorporation:

  • of a physical person:

- identity and personal residence, date and place of birth, nationality
- where applicable, declaration of immunity from distraint of its rights over the main residence
- where applicable, information pertaining to the Company Support Contract (CAPE),
- name of website domain,
- identity of the civil partner or spouse if participating in commercial activities,
- where applicable, unique identification number if previously a sole trader,
- activities performed,
- address of the office or residence,
- start date of activities,
- where applicable, trade name and brand,
- origin of business (creation, takeover, purchase, licitation),
- in the event of management lease:identity or company name and residence or registered office of the leasing party, start and end date of the contract and terms of renewal.

 

  • of a legal entity:

- company name followed by an acronym, where applicable,
- legal form indicating whether there is a sole member,
- registered office address,
- total amount of capital and in the event of variable capital, amount below which this cannot be reduced,
- name of website domain,
- main activities,
- term of the legal entity as indicated in the articles of association,
- end date of the financial year in the event of the obligation to publicise annual accounts,
- where applicable, information pertaining to the Company Support Contract (CAPE),
- identity, residence, nationality of members jointly and severally liable for company debts, where applicable (partnerships, limited partnership company, for instance),
- identity, residence, nationality of managers (manager, managing director, deputy managing director, chair of the board of directors or supervisory or management board, members of the management board or supervisory board, members and third parties with the power to commit the company and auditors).

Form of the request
The request for incorporation should be drafted on a CERFA form for which the document title will depend on whether the applicant is a physical person, sole trader, in which case the P0 form will be used; if it concerns incorporation of a legal entity, the form will be the M0 (there are several forms depending on the company legal form).
These forms are available online. Incorporation may be requested by filing these documents either directly with the registry office at the Commercial court, or with the Chamber of Commerce and Industry, or online.

These forms should bear the signature of the party requesting incorporation or the representative thereof (lawyer for instance) who should justify their identity and provide a power of attorney issued by the applicant.

Good to know: even if filed by a representative, the obligation of having a signed power of attorney by the person in whose name and on whose behalf the formality is undertaken is not applicable where the application for incorporation is signed by the applicant.
 

 

 

Deadline for filing the request
The request for incorporation of a sole trader should be undertaken at the latest within fifteen days following the start date of trading by the physical person. It may be filed within one month following the declared start date.

For companies, no deadline is required for filing the incorporation form. However, it is recommended to file this at the earliest following performance of formalities for incorporation, namely after signature of the articles of association, deposit of funds forming the capital with the bank of the future company and publication of this incorporation in a legal journal (JAL).

Concerning another legal entity than a company or EIG, the application should be deposited within fifteen days following opening of the registered office or the main office.

 

Processing the application for incorporation

The Commercial Formality Centre (registry office of the Commercial court or Chamber of Commerce and Industry) only undertakes a formal audit of documents presented; the regular and valid nature of these is incumbent upon the recipient bodies.

Insofar as the application for incorporation is regular, information is sent to the following bodies:
- To the INSEE for allocation of the SIREN number (unique nine figure code attributed to each legal unit), SIRET code (fourteen figure number including the nine figures of the SIREN code) and the NAF code (nomenclature for French activities),
- To the INPI (National Industrial Property Institute).
- To social bodies (general social security regime, social regime for sole traders),
- To the SIE (Company tax office).

The clerk checks that the application is complete, It then checks the regular nature of the application and compliance with laws and regulations for information known as "indications" made therein. It also checks correspondence between these indications and supporting documents and deeds required and presented in support of the application. However, it does not check compliance with laws and regulations for incorporation of the company (notably the legal validity of the articles of association).

Insofar as the application is complete, the clerk shall undertake incorporation within one clear working day following receipt of the application.

If the application is incomplete, the clerk should, within this same period, claim information or documents missing to be provided within fifteen days. Following this period, the clerk has the same period to undertake incorporation. In such instance as the applicant should fail to complete its application within the deadline granted or if the clerk believes that the application does not comply with applicable provisions, the latter may refuse incorporation. In this instance, it should send the party concerned its decision within one clear working day either by service of a recorded delivery letter with acknowledgement of receipt, or by service in person against receipt. The decision should be motivated and indicate the option of appeal before the duty judge responsible for tracking the Trade and Companies Register (RCS).

 

Publicity of incorporation

Incorporation should be the object of a notice published on the Official Journal of Civil and Commercial Publications (Bodacc) at the diligence of the clerk at the Commercial court.

For a physical person (sole trader), the notice should include the following information:
- SIREN code,
- Surname, typical name, pseudonym and forename of the person incorporated,
- Trading name,
- The activities performed, place of business, start date of trading,

For a legal entity (primarily companies and EIGs):
- SIREN code,
- Trading name or company name, followed by an acronym and trading name, where applicable,
- total amount of capital and in the event of variable capital, amount below which this cannot be reduced,
- registered office address,
- Activities undertaken and start date of activities,
- Full name of members who are jointly and severally liable for company debts, full name of managers, directors, chair of the board of directors, managing director, member of the supervisory board or auditors.
- Full name(s) of other people empowered to commit the company towards third parties,
- In the case of an EIG, primarily the surname, forename(s) of directors, people controlling management and those controlling accounts.

However, publication on the Bodacc is not required for EURL and SASU companies for which the sole member is a physical person and is responsible for management or chairmanship.

Moreover, subject to criminal fines for which provision is made for class four infringement, incorporation, as soon as issued, is also published for all commercial documents issued by physical people or legal entities, primarily on the following media: invoices, orders, prices, advertising documents, letters, website. In addition to the SIREN code of the company, direct additional indications to indicate are: Trade and Companies Register (RCS) incorporation followed by the name of the city where the registry office is located, the address of the company or the place of the registered office.

In the case of a commercial entity having its registered office abroad, the aforementioned information should be completed by a number of incorporation in the State where it has its registered office if this number exists, its name,its legal form.