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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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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Company name

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

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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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File : The articles of association of a company

Part 1

The articles of association of a company

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.

Overview

  • The company exists as soon as the articles drawn out by its partners or shareholders have been signed.
  • When they are filed with the commercial court registry, they give rise to registration of the company, and confer upon it what is known as legal entity status.
  • The articles of association of a company can be adapted by partners or shareholders to the varying circumstances encountered by the company throughout its life-cycle.

 

Who draws up the articles of association?

By articles of association and company contract is meant:

  • the rules to which the partners and shareholders are subject, between themselves, and between themselves and the company;
  • as well as the main characteristics and rules of company operation.

Forms of articles of association of a company

Articles of association of companies must be drawn up in writing, either under private signature (drawn up by a private person and signed by the parties) or through a notarised deed (also known as an authenticated deed, drawn up by a notary, a public officer, whose declarations serve as proof). The partners or shareholders are free to adopt either of these forms for presenting the articles of association.

Good to know: in certain cases, the form of the articles may not be freely selected, mainly where there are contributions of fixed assets and leasing rights in excess of twelve years, in these cases the notarised form is obligatory.