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.

Incorporation of a European holding company with a management and supervisory board

Prior to registration of your company with the Trade and Companies Register (RCS), the following steps must be followed. Supporting documents will be required in order to complete your registration file.

The complete dossier for purposes of registering a holding company (with a directorate and supervisory board) with the RCS must be filed

  • either with the Commercial Formality Centre (CFE);
  • directly at the registry office of the commercial courtin application of Article R. 123-5 of the Code of Commerce (procedure known as "Article 3" of Decree No. 96-650 of 19 July 1996).

Steps preliminary to the filing of the formality

THE EXERCISE OF A REGULATED ACTIVITY

If you exercise a regulated activity (alcoholic beverage sale, optics and eye wear, transportation...), make sure that you fully satisfy all the required conditions (diploma, professional qualification...) in order to obtain the necessary approval or authorization for registration in the Trade and Companies Register.

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 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 SE (general partnership company) 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.

FILING A DRAFT CONSTITUTION FOR A EUROPEAN HOLDING COMPANY

Companies setting up a European holding company must draw up under the same terms, a draft of the Constitution of the company. The draft must be filed in two exemplars dated and signed, with the commercial court registry under which the registered office falls, at least one month prior to the first assembly convened to deliberate on the operation, in two exemplars dated and signed.

APPOINTING AN AUDITOR

In the case of contributions in kind, one or several contributions auditors must be appointed by the residing Judge of the commercial court, upon application.

The request should be filed with the registry at the commercial court in two exemplars. For further information concerning this application, click here

Download a request template

APPOINTING ONE OR SEVERAL COMMISSIONERS FOR DRAWING UP A EUROPEAN HOLDING COMPANY

One or several commissioners for drawing up the constitution must be appointed by the residing Judge of the commercial court, upon application.

The request should be filed with the registry at the commercial court in two exemplars, dated and signed. The commissioners draw up, under the responsibility, a report intended for the shareholders of each company participating in creating the European company.

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.
  • Proceed to appointment of the members of the directorate and of the members of the supervisory board. They will proceed to appoint the directorate chosen, and the chairman and vice-chairman of the supervisory board.
  • Appoint the statutory auditors. A permanent statutory auditor and a substitute must be appointed in the articles.
  • Deposit the funds that constitute the contributions in kind in escrow account. The funds must be deposited in a credit institution located in France, at the Caisse des dépôts, or with a notary. They will be released upon the presentation by the legal representative of the extract from the Trade and Companies Register issued by the court clerk, and transferred to the open account of the company.
  • Register the articles of association during the month following their signature. Normally, the articles of association must be registered, free-of-charge, with the tax office of the domicile of one of the partners or of your company's headquarters as allowed by the the tax authorities. This formality is not required prior the registration at 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 contain the following information: company denomination; where applicable, the logo; the legal form; the company's capital; head offices address; company purpose (given in short form); duration of the company; second name, first name and address of the supervisory board chairman,of the general manager, of the members of the supervisory board, the statutory auditors and of persons with power of attorney for contractual purposes with third parties; the conditions for admission to shareholders assemblies and the right to exercise a vote, including conditions for being granted the right to a double vote, the existence of clauses pertaining to authorisation of company shares assignees; designation of the company body authorised to grant or reject authorisation requests (where applicable), as well as mention of the registry of the Court registry where the company is to be registered with the Trades and Companies Register.

N.B. : in the event of purchase, contribution, or acquisition by lease management or management mandate of a business, it is advisable to proceed with publication relating to such event.

OTHER ANNOUNCEMENTS TO BE PUBLISHED CONCERNING CONSTITUTION OF THE EUROPEAN HOLDING COMPANY 

Publish an announcement concerning constitution of the company in a legal Gazette and in the Bulletin of Obligatory Legal Announcements (BALO) if at least one of the companies participating is making a public offering or when the shares are not all nominative. The announcement must be published at least one month before the general assembly convened for deliberating.

Publish an announcement concerning the decision of the general assembly of each company registered in France taking part in setting up the European holding company, in a journal of legal announcements, and in the BALO if at least one of the companies participating is making a public offering or when not all the shares are in the nominative form.

Publish an announcement stating that the conditions for setting up the European holding company are satisfied for each company registered in France and taking part in the operation, in a journal authorised to accept legal announcements at the national level and in the Official Journal of Civil and Commercial Announcements (BODACC).

OTHER STEPS

Please identify your mailbox in the name of the SE. 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 (in the case of a deed drawn up under private signature), dated and signed, of the articles (or an exemplar in the case of an authenticated deed); power of attorney for signing the articles, in an original exemplar.

An original exemplar of the certificate from the custodian of the funds, along with the list of subscribers, mentioning the number of shares subscribed and the sums paid by each of them.

If the capital is made up of contributions in kind, produce the report by the statutory auditor in a dated and signed exemplar.

An exemplar of the commissioner or commissioners for setting up the company, dated and signed.

An exemplar of the supervisory board minutes appointing the chairman and vice-chairman of the supervisory board, as well as members of the directorate, certified a true copy by the legal representative.

If a legal entity appointed as a member of the supervisory board 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.

SUPPORTING DOCUMENTS

The duly completed and signed M0 printed forms.

A power of attorney from the manager, in an original exemplar if he has not signed the 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 limited 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 journal of legal announcements.

Publish an announcement concerning constitution of the company in a journal of legal announcements and in the BALO if at least one of the companies participating is making a public offering or when the shares are not all nominative.

Publish an announcement stating that the conditions for setting up the European holding company are satisfied for each company registered in France and taking part in the operation, in a journal authorised to accept legal announcements and BODACC.

A copy of the receipt for the draft constitution filed with the commercial court registry for each of the companies participating in the operation.

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

For the purchase of a company goodwill, please attach:

  • a copy of the attestation that the announcement concerning the purchase of goodwill was published in a journal of legal announcements;
  • a copy of the deed of sale of the goodwill, registered, with the relevant government revenue stamp affixed.

For acquisition by lease management of a business, attach:

  • a copy of the attestation that the announcement concerning the lease of goodwill was published in a journal of legal announcements;
  • a copy of the lease management contract.

For the a management mandate of a business, attach:

  • a copy of the attestation that the announcement concerning the gérance-mandat was published in a journal of legal announcements;
  • a copy of the gérance-mandat contract.

For a company goodwill contribution, please attach:

  • a copy of the attestation that the announcement concerning the contribution of goodwill was published in a journal of legal announcements;
  • a copy of the deed of contribution of the goodwill, registered, with the relevant government stamp affixed.

FOR THE PHYSICAL PERSON MEMBERS OF THE SUPERVISORY BOARD AND THE DIRECTORATE MEMBERS

A copy of the identity document: copy of a passport, currently valid national identity card, or of a copy of both sides of a currently valid residency 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 judge appointed to the Trade and Companies Register.

A certificate of family relationship (full names of the parents) unless the family relationship appears in a document already provided.

FOR SUPERVISORY BOARD MEMBERS WHO ARE LEGAL ENTITIES

An extract of the Trade and Commerce 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.

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 supervisory board members. Please also consult our data sheet: declaration to the RCS of a representative of a directing legal entity

FOR THE CHAIRMAN OF THE DIRECTORATE, THE GENERAL MANAGER, AND WHERE APPLICABLE THE SINGLE GENERAL MANAGER

A copy of the identity document: copy of a passport, currently valid national identity card, or of a copy of both sides of a currently valid residency 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 judge appointed to the Trade and Companies Register.

A certificate of family relationship (full names of the parents) unless the family relationship appears in a document already provided.

FOR THE STATUTORY AUDITORS

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 49.92 EUROS (CREATION) OR 242.36 EUROS (PURCHASE, CONTRIBUTION, LEASING, OR GÉRANCE-MANDAT)

Cheques must be made payable to the relevant GREFFE DU TRIBUNAL DE COMMERCE, and attached to the application.

How the amount required for the procedure is distributed:

Registry office fees (including filing costs: €7.80)

VAT

INPI

BODACC

€41.60

€8.32

€0.00

€0.00

Cost breakdown for a formality in the case of a purchase, contribution, or assumption by lease management or management mandate

Registry office fees (including filing costs: €7.80)

VAT

INPI

BODACC

€72.80

€14.56

€11.60

€143.40

Fees of the registry office: postage fees of extracts included. INPI: National institute of industrial property (paid by the registry office). BODACC: Bulletin Officiel des Annonces Civiles et Commerciales (Official Journal of Civil and Commercial Announcements) (paid by the registry office).

Download

Type Title Document name Download
Ventes et cessions Regulated activities Télécharger
Ventes et cessions The obligations of commercial domiciliation companies and domiciled companies Télécharger
Ventes et cessions Appointment of a contributions auditor Télécharger
Ventes et cessions Petition in anticipation of appointment of a contributions auditor Télécharger
Ventes et cessions Non-exhaustive list of publications authorised to publish judicial and legal announcements Télécharger
Ventes et cessions Initials in ledgers Télécharger
Ventes et cessions Declaration for formation of a company or other legal entity. M0 Printed Forms Télécharger
Ventes et cessions Power of attorney template Télécharger
Ventes et cessions Sworn statement of non-conviction and family relationship Télécharger
Ventes et cessions RCS declaration for a representative of a directing legal entity Télécharger
Ventes et cessions Legal announcements published in the BODACC Télécharger