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 3

Conclusion to the articles of association

Conclusion to the articles of association

The company exists as soon as the articles have been signed. Subject to certain appendices to the articles, the deeds drawn up before signature of the articles are taken up by the company as soon as it is registered.

Articles signed, articles accepted

In principle, signature of the articles by the partners or shareholders themselves, or directly represented by a signing officer (mainly in SARL-type companies, and companies created without a public offering) sufficient consent to creating the company.

Good to know: acceptance by the partners or shareholders of the articles may also be the result of their vote in a constitutive general assembly. This method of drawing up the articles is only obligatory in limited companies with a public offering.

 

Articles signed, company constituted

The company is deemed to have been constituted as soon as the partners or shareholders express consent, with a rare exception where the articles comprise a condition precedent, the effect of which subjects constitution to a future event.

 

Articles signed, incorporating the deeds

During the preparatory phase before creating and starting operation of the company, it will frequently occur that the future legal representative and the partners or shareholders need to draw up deeds (e.g. signing a commercial lease contract, or ordering equipment or products) necessarily incurring expenses required for starting the company.

Good to know: such deeds and expenses must be listed in an appendix to the articles (with precise mention of their object, amount of the expenses, and the date), failing which they will not be automatically taken by the company at registration, and will be borne personally by the founders signing the deeds.

 

Article signed, articles to be registered

As soon as the articles have been signed, they must be registered, within one month's, with the Department of corporate taxation (SIE). This procedure is free of charge.

 

Perform registration formalities online