Procedures Guide

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 civil society

Before inscribing your company in the Trade and Companies Register (ICS), you need to perform certain procedures. Supporting documents will be required in order to complete your registration file.

Steps preliminary to the filing of the formality

THE EXERCISE OF A REGULATED ACTIVITY

If you engage in a regulated activity (sale of alcoholic beverages, eye wear, transportation etc.), ensure that you properly complete the required conditions (diploma, professional qualification, etc.) in order to obtain the necessary permit or authorisation for enrolment in the RCS.

For information, please contact: professional bodies and trade unions; the services of the prefecture of the department; the supervisory authorities (ex. for transportation activities, contact the Regional Equipment Department also known by the French acronym DRE).

DOMICILIATION

You will be required to demonstrate to the commercial court registry office regular occupancy of the premises of the headquarters of (by any means: copy of the lease, recent EDF invoice or telephone bill etc.).

Upon its formation, 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, in the event of a legislative or contractual provision prohibiting establishment of the registered office in the personal domicile of the legal representative, domicile in such residential premises, while possible, is limited to a duration of five years from 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 establish domicile your civil society, you may also apply to a domiciliary company (refer to our section 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.

CFE

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.).

OTHER FORMALITIES

Please identify your mailbox in the name of the civil society. Otherwise you will not receive the extracts from the Trade and Companies Register when they are sent by the registry.

First purchase, and then have the regulatory books listed and initialled (partners' deliberations registry ...) at the commercial Court 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 letter of appointment of the manager, if he is not named in the articles, certified as a true copy by the manager. The letter of appointment of a managing legal entity must give the identity of the legal representative or representatives.

If a legal entity appointed as manager of the company is not registered in a public registry or falls under a non-member country of the European Union, attach a copy of its articles in force, where applicable, translated into French, certified as a true copy by legal representative. For further details please click here

SUPPORTING DOCUMENTS

The private company M0 printed forms  duly filled in and signed.

A power of attorney from the manager, in an original exemplar if he has not signed the private company M0 himself.

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 private company and to perform the necessary procedures with the Post Office for delivering your company's correspondence.

Publishing an announcement that the company is created in a legal Gazette.

If the activity being declared is regulated, please produce a copy of the permit issued by the tutelary, diploma or title authority.

FOR PHYSICAL PERSON MANAGERS

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.

An original sworn statement of non-conviction dated and signed by the interested party, which will be verified against any criminal record by the appointed judge of the Trade and Companies Register.

A certificate of family relationship (surnames and first names of the parents), unless the relationship is shown in a document already produced.

FOR PARTNERS AND MANAGERS WHO ARE LEGAL ENTITIES

An extract of the Trade and Companies Register in original exemplar, less than three months old if the legal entity is registered; otherwise any official document proving the existence of the legal entity where it is not registered with the RCS (e.g. for an association: copy of publication in the Journal Official).

N.B. : if the legal entity manager is not registered, or falls under a country that is a non-member of the European Union, its legal representative must be declared to the RCS; in such a case, please produce the same documents as those mentioned above for physical person managers. See also our section: declaration to the RCS of a representative of a directing legal entity

FOR INDIVIDUAL NON-MANAGING PARTNERS

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.

FOR AUDITORS (IF THEY HAVE BEEN APPOINTED)

Please provide documentary evidence of their registration on the official list of auditors if it has not already been published.

Please provide the letter of acceptance of their appointment.

Prices

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 fees (including filing costs: €7.80)

VAT

INPI

BODACC

€70.20

€14.04

€0.00

€0.00

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).