The Procedures guide allows entrepreneurs and decision-makers to have a reliable, precise and up to date overview of legal procedures and measures concerning commercial formalities to be undertaken. It is broken down into 6 sections in which you can find information and documentation required for formalities with Registry Offices at the Commercial Courts.
Registration of a professional law firm
Steps preliminary to the filing of the formality
Registration with the RCS of a professional law firm is performed in two phases.
Firstly, the clerk of the commercial court verifies the dossier's legal validity; he then approves it and delivers an attestation that the applicant has applied for registration. The applicant presents the registration to the order of lawyers professional practice authority, who after examining it, enrols the company with the order of lawyers.
Following this, the applicant presents a copy of the order's decision to the registry.
The clerk of the court registers the company and delivers to the applicant the extract from the Trades and Companies Register, an official document that proves the firm's legal existence.
You need to provide proof to the registry of regular occupation of the premises that house your head offices (by whatever means: copy of commercial lease, recent EDF, telephone invoice etc.).
When it is created, the company may be domiciled in the residential premises of its legal representative, with no limit as to duration, on condition that no legislative measure or contractual stipulation prohibits it. By contrast, if there is a legislative provision or contractual stipulation that prohibits the head offices being set up in the legal representative's personal domicile, domiciliation is allowed on the premises but may not exceed a period of five years, starting from the date of registration. Where applicable, this period is shortened to the legal, contractual or judicial term for occupancy of the premises (Article L. 123-11-1 of the Commercial Code).
In order to domicile the SCP you may also apply to a domiciliary company (refer to our data sheet obligations des sociétés de domiciliation commerciale et des sociétés domiciliées (obligations of commercial domiciliary companies and domiciled companies) , or to a business incubator etc.
ADOPTING THE ARTICLES OF INCORPORATION
Drawing up the articles is an important step that must not be handled negligently. It may have legal and fiscal consequences for the company, and may impact on the director's business status. The procedures described below.
Draw up the articles.
Proceeding to appointment of the manager. The manager may be appointed in the articles or in a separate deed.
File the articles at the tax department within one month of being signed. The competent tax office is that of the domicile of one of the partners. This procedure must be carried out before registration with the RCS.
Articles of association templates may be obtained from university or specialised book stores.
PUBLICATION OF COMPANY CREATION
Publishing an announcement that the company is created in a journal of legal announcements. The announcement must carry the following information: the company name or denomination where applicable, the logo; the legal form and if relevant, the special legal status under which it falls; company capital, and in the case of a variable capital company, the threshold below which it may not be reduced; registered offices address; company purpose (given in summary form); duration of the company; the cash contributions amount; a summary description and evaluation of the contributions in kind; name, first name and address of the manager and of persons with general power of attorney to commit the company with regard to third parties; registry of the court where the company is to be registered and if applicable, any clauses relating to authorisation of company shares assignees; designation of the company body authorised to grant or reject authorisation requests.
The application dossier duly completed must be filed with the commercial court registering that is the centre of corporate procedures (CFE) for several companies (other than agricultural). In its function as CFE, the registry is in charge of transmitting the obligatory statements by legal entities or physical persons to the bodies that must receive such information (URSSAF, INSEE, tax department, health insurance and pension funds etc.).
Please identify your mailbox in the name of the SCP. Otherwise you will not receive the extracts from the Trade and Companies Register when they are sent by the registry.
Documents to be attached to the file
LEGAL INSTRUMENTS AND DOCUMENTS TO PRODUCE FOR THE RCS
An original exemplar of the articles dated and signed by all the partners personally or by a signing officer who can produce a special power of attorney (in the case of a private signature) or a letter (in the case of an authenticated deed); for the special powers of attorney for signing articles, an original exemplar must be filed. The articles presented at the registry must first have a government duty stamp affixed and be filed with the tax department. They must be presented in their authenticated form in cases where fixed assets are contributed.
An exemplar of the deed of appointment of the manager, certified a true copy by himself, if he was not appointed in the articles.
A document attesting to regular occupation of the head offices premises (lease, domiciliary contract, EDF receipt or telephone invoice etc.). It is extremely important that your company clearly identifies the address of its head offices, enabling the registry to send you the extracts from the Trade and Companies registry for purposes of procedures, and enabling your partners to get in touch with you. If the head offices are declared to be at the legal representative's personal domicile, it is necessary to identify their mailbox with the name of the SCP and to perform the necessary procedures with the Post Office for delivering your company's correspondence.
A certificate of publication of a notice of formation of the company in a journal of legal announcements.
The copy of the professional order's decision.
A copy of the identity document: copy of a passport or currently valid national identity card or a duplex copy of a currently valid residence permit, if applicable. The status indicated on the residence permit must allow the holder to register with the Trade and Companies Register (RCS).
An original sworn statement of non-conviction dated and signed by the interested party, which will be the subject of verification with any criminal record by the appointed judge of the Trade and Companies Register.
A copy of the identity document: copy of a passport or currently valid national identity card or a duplex copy of a currently valid residence permit, if applicable. The status shown on the residence permit must be such that the titleholder has the right to register with the RCS.
ATTACH A CHEQUE FOR 84.24 EUROS
Cheques must be made payable to the relevant GREFFE DU TRIBUNAL DE COMMERCE, and attached to the application.
Cost breakdown for this formality
Registry office fees (including filing costs: €7.80)
Fees of the registry office: postage fees of extracts included. INPI: National institute of industrial property (paid by the registry office). BODACC: Official Journal of civil and commercial announcements (amount paid by the court clerk).
|Useful information||The obligations of commercial domiciliation companies and domiciled companies||Télécharger|
|Useful information||Non-exhaustive list of publications authorised to publish judicial and legal announcements||Télécharger|
|Useful information||Initials in ledgers||Télécharger|
|Registration||Declaration of registration of a civil society||M0 civil society printed forms||Télécharger|
|Document template||Power of attorney template||Télécharger|
|Document template||Sworn statement of non-conviction and family relationship||Télécharger|
|Useful information||Legal announcements published in the BODACC||Télécharger|