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 3

Protecting the company name

Protecting the company name

The search for prior rights or availability is the main method of avoiding litigation with third parties over a given company name.

Why should the company name be protected?

Selection of the company name must be aimed at avoiding infringement 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 name, 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.

The search for prior rights and availability of the company name

In order to anticipate the possibility of any litigation, it is wise to carry out a search for any identical or near-identical or similar signs that predate filing and/or registration and/or use by third parties; these elements make up what is known as the prior rights risk. Should the search turn up a positive result, it is advisable to verify whether the signs and the company name considered apply to identical or similar activities, clientele and/or territory. Should this be the case, and should the main elements of comparison appear to be similar or even identical, the company name in question runs a major prior rights risk. For this reason, in such a case, it is highly advisable to abandon the denomination in question.
It is also advisable to look at the degree of distinction between the activities, the clientele and the territory being operated by third parties that use the signs in question, with regard to the same parameters being used by the company under the company name in question.
 

How to perform a prior rights search

The search for prior rights via the INPI (National Institute of Intellectual Property) and the RCS (Trades and Companies Register) makes it possible to verify at least, whether the name selected as the company name has not already been filed and registered by third parties with the INPI (as a brand) or inscribed by them with the RCS (as company name, commercial name, sign, logo). The search thus provides information as to the risk of the company name in question being invalidated. Similarly, an availability search with the AFNIC, especially for France, provides a way of verifying whether the name selected as company name has not already been registered by third parties as a domain name for a website.
Good to know: the search for prior rights is not mandatory, but is strongly advisable in the best interests of the company.

 

Search for prior rights on the INPI website

How to consolidate the company name?

As a means of reinforcing the legal reach of the company name, it can be mentioned on the RCS as a commercial name and/or sign of the same company at the time of registration, or subsequently at any time in the company's life. Additionally, it can be deposed as a brand and can be filed as a domain name.

Search for businesses in France by company name
Search for businesses in France that may have the same company denomination as the one you have selected
In order to verify that your company's denominations are available
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.