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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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 : Mothballing a company

Part 3

Ending the mothballed phase

Ending the mothballed phase

The mothball phase comes to an end if activity is restarted, or if the company is dissolved.

Ending a company's mothball phase

Before the end of the two-year time period after the start of the mothball phase, the company's activity may be reactivated or definitively halted subsequent to a dissolution. In order to end the mothball phase for whatever reason (should the company decide to restart the activity or to dissolve) the director must carry out a modifying inscription with the competent CFE, for example the commercial court registry, pursuant to article R. 123-5 of the commercial code (formerly known as "article 3"). Form M2 "Modification declaration – legal entity" must be sent, along with the amount of the fees including those for the registry, VAT, INPI fees and fees for the announcement in the Bodacc. Should the person carrying out the mothballed procedure the company not be the legal representative, a power of attorney granted by the latter will mandatorily be required. For ending a mothball period by restarting a company's activity, the price of the procedure is 190.24 euros. Where it is dissolution of the company that ends the mothball period, the price of the procedure is 205.50 euros. Provision must be made for additional costs in order to register the dissolution with the Department of company taxes (SIE) and for legal publication of the announcement.
Should no decision be made to restart activity or to dissolve the company within a period of two years, the commercial court registrar may carry out cancellation as of right of the company after having notified it by registered letter with A/R, sent to its head offices. Where a company has been cancelled as of right, it may appeal to the registrar to reverse his cancellation decision; however it must provide valid justification for the request.

End of mothball phase of an individual company

Before the end of the mothball period (one year, or if the initial period has been renewed, two years), the individual company's commercial activities may be restarted or definitively and voluntarily halted. In order to end the mothball phase for whatever reason (should the company decide to restart the activity or to dissolve) the director must carry out a modifying inscription with the competent CFE, for example the commercial court registry, pursuant to article R. 123-5 of the commercial code (formerly known as "article 3"). In addition, if the person carrying out the mothballing procedure is not the individual entrepreneurial himself, a power of attorney granted by the latter will mandatorily be required. Form M2 "Modification declaration – legal entity" must be sent, along with the amount of the fees including those for the registry, VAT, INPI fees and fees for the announcement in the Bodacc. The procedure costs 104.34 euros.
The procedure for cancelling an individual business, using the form P4 CMB "Declaration of cancellation" with the commercial court registry, is free of charge.

Should no decision be made to restart activity or to dissolve the company within a period of two years, the commercial court registrar may carry out cancellation as of right of the company after having provided notification by registered letter with A/R.

 

Activity restart procedure
Form to fill in for the declaration of modification for a legal entity
Procedures for cancelling an individual business
Form to fill in for the declaration of cancellation of a physical person trader