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 2

Determining company name

Determining company name

One is not entirely free in selecting company name, but limited by the rights of third parties, and regulated as to presentation.

Who determines company name?

Company name is selected and is set out in the articles of association by the founder or founders when creating the company, and may, if so desired by the company, be partly or wholly modified at any subsequent time.

Company name can be created freely

Company name can freely be created on the basis of practical data that characterise the company, such as the purpose of its activity, the localisation, its implantation, the identity of its partners or shareholders. Company name can also come out of the creative imagination of the company's founders.

Limitations when creating the company name

It is bounded mainly by the risk of the founders' or the company infringing on the private rights of third parties of whatever nature (physical person, who may or may not be traders; companies or other entities holding rights, such as economic interest groupings or associations) upon distinctive signs of whatever nature (brands, commercial names, company denomination, literary creations etc) as a result of confusion arising (because of an identical or near-identical or other resemblance) whether or not deliberate, between the company name in question and other such signs. This is because the rights of third parties are assessed mainly on the following criteria:

  • whether use of such signs by third parties predates use of the company name adopted by the founders;
  • the degree of distinction between the activities, the clientele and the territory operated by third parties under the signs that they use, as well as the activities;
  • the clientele and the territory operated by the company under the company name that it has adopted.

There are other limitations, such as the prohibition to use as a company name any name that is reminiscent of a regulated activity (such as, for example the word "(knockdown) sales" or a special legal status reserved for certain bodies (for example the work "foundation").

Search for prior rights on the INPI website
Please verify that company denominations for your company are available before registering them; consult the National Register of Commerces and Businesses (RNCS) at the INPI.

Rules governing material presentation of company name

The company name must appear on all the hardcopy media for the main deeds and documents generated by the companies and destined for third parties, especially letters, invoices, announcements, miscellaneous publications and information provided on the company's website.
The company name must appear on the hard copy of such deeds and documents and must mandatorily be preceded or followed immediately and legibly:

For joint stock companies and limited liability companies, by the amount of the equity, and the following words or initials:
- "SA" or "société anonyme";
- "SAS" or "société par actions simplifiée" ;
- "SCA" or "société en commandite par actions" ;
- "SARL" or "société à responsabilité limitée".

For professional civil companies, the following words or initials: "société civile professionnelle" or "SCP", followed by the mention of the profession that is practised. Untruthful mention of the indication "société civile professionnelle" (professional civil company) or any expression leading to confusion with it, is liable to criminal prosecution.

For liberal professional companies (SEL), by mention of the profession practised, the company's equity amount, and the following words or initials:
"SELARL" or "société d'exercice libéral à responsabilité limitée"(private practice company with limited liability)
- "SELAFA" or "société d'exercice libéral à forme anonyme";
- "SELAS" or "société d'exercice libéral par actions simplifiée";
- "SELCA" or "société d'exercice libéral en commandite par actions".

For general partnership companies, or limited partnership companies, by the following mentions:
SNC "société en nom collectif" (general partnership)
- "SCS" or "sociétés en commandite simple".