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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Thematic files

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File : Incorporation on the Trade and Companies Register

Part 3

Consequences of incorporation

Consequences of incorporation

Incorporation constitutes presumption of establishment of individual commercial activities or the existence of a legal entity.

Legal scope of incorporation

With respect to physical persons, registration constitutes a presumption of establishment of a business corresponding to the registered activities.
Moreover, incorporation allows these people to gain the capacity of a trader and this, potentially, until proof of the contrary by third parties.
Moreover, this incorporation allows in principle for presumption that these people are not bound by an employment contract in performance of activities having led to incorporation on the Trade and Companies Register (RCS).

Towards companies, incorporation leads to recognitionof enjoyment of the use of a legal personality, in other words, legal existence.
Moreover, incorporation leads, subject to certain terms and conditions, for resumption of acts undertaken for the company being established, namely actions undertaken by company founders prior to incorporation, and therefore in the name and on behalf of the future company, with a sole view to preparing establishment and potentially the start of operations.

Incorporation of physical persons leads to enforcement on third parties (namely, leading or likely to lead to legal effects even with third parties) of their capacity as trader and incorporation of legal entities leads to enforcement on third parties of legal existence. More widely, incorporation in principle allowsfor enforcement on third parties of all actions indicated on the Trade and Companies Register and which would not be so if the physical persons and legal entities were not incorporated.

 

Justification of filing an application for incorporation and incorporation itself.

Even prior to incorporation, submission of an application with the competent authorities generates issue to the applicant of a receipt for creation of a valid company until notification of incorporation of the company without being able to exceed one month following issue thereof.
Once the company is incorporated, a kbis (company registration certificate) is issued, including the number of incorporation (namely the SIREN code for identification on the company register, as assigned by the INSEE), issued in several copies by the registry office at the Commercial court. A company registration certificate is issued to the sole trader in line with the same terms and conditions.

 

Find out more about the kbis (company registration certificate)

Cost of incorporation formalities

The cost of incorporation on the Trade and Companies Register includes fees to the registry office (including fees for issuing certificates) and VAT applicable to these fees.
In certain cases, additional fees may be invoiced at the time of incorporation, notably for formalities: purchase of businesses, management ease, contribution of funds and management mandate. This cost includes publication on the Bodacc and fees for the National Industrial Property Institute (INPI).