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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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 : Company name

Part 1

Understanding the Company name

Understanding the Company name

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

The Company's name is the main method of identifying companies, from incorporation until the end of their life cycle. It comes into existence in the articles of association, and is then confirmed when registered; it can change through changes in the articles of association. It must not be confused with the company activity name, the brand, logo or domain name. The freedom to design the company name does carry a few formal restrictions which are above all of a preventative nature to ensure legitimate use with regard to third parties.

The name of an individual business

The notion of a business, legally speaking, corresponds to individual commercial, craft or professional liberal businesses that do not have status as a moral legal entity and therefore cannot claim the right to use a company name reserved for companies. The name of the individual business can be the family name of the creator, a pseudonym, the family name of a third party, or a purely invented name.

Characteristics of the company name

Companies do have one important point in common with physical persons: legal status, which for companies is known as the "moral" person. This status therefore confers upon them certain attributes analogous to those of physical persons, especially the name.
The name of a company serves to identify the moral person and thus to distinguish it from other moral persons and from its own partners or shareholders. The company name makes it possible to designate the company, for example on the basis of practical factors such as its name, its locality, or its partners' or shareholders' names.

Resemblance between company name and company activity name

The company name and company activity both serve to designate companies. However they do not designate the same types of company: the company activity necessarily concerns those that carry out a civil activity, whereas the company name mainly concerns those carrying out a commercial activity. More exactly, the company activity name is for purposes of designating civil companies, with the exception of professional civil companies (SCPs), based on the name of one or several of the partners, taken in isolation or together with "and company": for such companies, the company name is merely optional. Conversely, the company name, freely chosen, serves to designate commercial companies and SCPs.

Specifics concerning the company name, the commercial name, the sign, the brand

The company name, as well as the commercial name, the logo, the brand and the domain name are all distinctive signs. The company can perform its activity under one and/or several of those signs.
Nevertheless, the company name and other signs should not be confused.
The commercial name basically designates the activity of the company, whereas the company name mainly designates the company considered as a moral person, a legal structure or framework. It can be entered on the Trade and Companies Register (RCS).
Whereas the company name serves to designate the moral person, the logo or sign serves to territorially localise one or more of its commercial establishments or businesses, generally considered as a point of sale. Usually displayed on the business's facade, the sign is a logo or emblem that can be recognised by clients. The sign or logo may be registered with the RCS.
The brand designates the products or services of a company, whereas company name designates the company that sells the products or services. It is is displayed on the company's products, on the packaging or on the material media carrying its services, and serves to distinguish it from those of competitors. Brand ownership is acquired by filing a request for registration with the INPI (National Institute of Industrial Property).

Domain name specifics

The domain name is the appellation attributed to a website at the time of its creation. In practice, it corresponds to the name under which, on the Internet, a company as well as an individual business is known and/or offers products and/or services for sale. The domain name may be identical to the company name. Since 1 September 2012 (Decree no. 2012-928 of 31 July 2012), the domain name may be filed with the RCS either through the Centre de Formalités des Entreprises (CFE), or through the Commercial Court Registry, by virtue of Art. R. 123-5 of the Law of Commerce (Formerly known as "Article 3"). This procedure requires formal modification by means of form M2 "Declaration of Modification – Moral Person".
Private ownership of the domain name is acquired with the first registration of the name with an organisation such as, for France, the AFNIC (French Association for Cooperative Internet Naming): thus the first party to reserve the name may use it. However this does not provide sufficient protection.
Good to know: the domain name may also be filed with the RCS by an individual business.

Visit the AFNIC website
Consult the AFNIC website for domain name registration
Form M2 "Modification Declaration – Moral Person"
Access form M2 "Modification Declaration – Moral Person"

To whom does company name apply?

Company name is mandatory mainly only for professional partnerships and commercial companies: limited liability companies, simplified joint stock companies, publicly traded partnerships, private practice companies with limited liability, liberal limited companies, limited liberal companies with joint stock ownership, limited liberal companies with simplified shares.
Company name is optional for civil companies other than professional partnerships (SCPs); the latter are also identified by means of the company activity name.

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