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 upon formation of a limited liability company for non-commercial purposes (SELARL)
THE PERSONS WHO MUST BE DECLARED TO THE RCS
Professional associations have a non-commercial purpose, but a commercial form. Like an LLC, the following must be declared to the Trade and Companies Register:
the manager(s) (required to be a partner);
the primary and deputy auditors, if appointed.
Only citizens of the European Union may be officers of manage professional associations. They are therefore not governed by legislation on foreigners.
All persons are required to declare an address when registering in the RCS, and must document its use by any means (copy of the lease, contract for domicile, recent EDF or phone bill ... ). The legal representative of any legal entity is allowed to declare the address of their personal domicile (Article L. 123-11 -1). It is anticipated that in the event of legislative provision or contractual stipulation prohibiting the domicile of the legal entity at the personal residence of its legal representative, the latter may waive this such requirement for a period neither exceeding 5 years (starting from the registration), nor exceeding the legal, contractual or judicial term for occupancy of the premises. The legal entity must then, prior to the filing of its application for registration or modification of registration notify, in writing, the landlord, the syndicate of co-owners or the real estate representative of their intention to invoke the power thus anticipated, subject to notice to the RCS. However, the individual must declare his/her new address to the registry office before expiration of the stated periods, under penalty of removal from the RCS.
THE ORIGIN OF THE BUSINESS
When a business activity did not previously exist, it is created upon the registration of the company, and no particular procedure is required for registration in the RCS.
THE ARTICLES OF ASSOCIATION
The drafting of the articles of association is an important step that should not be neglected. It may have legal and tax consequences for the company, and may impact the officer's legal status. This step is described below.
Establish the articles of association.
Proceeding to appointment of the manager. He or she may be named either in the articles of association or in a separate legal instrument to be filed in the Register of Trade and Companies.
Have the articles of association registered in the month following their signature at the tax office. The competent tax office is located in the jurisdiction of the domicile of one of the shareholders. This formality must be carried out in the month following the signature of the articles of association and can take place subsequent to the registration in the register of trade and companies.
Articles of association templates may be obtained from university or specialised book stores.
CONTRIBUTIONS IN KIND
In case of contributions in kind, an auditor in charge of assessing the assets brought to the capital, must be appointed. This appointment is not mandatory when the three following cumulative conditions are met (article L. 223-9 of the Commercial Code):
- express decision of non-appointment taken unanimously by the partners and recorded in a legal instrument;
- value of each contribution in kind less than 7,500 euros;
- total value of all the contributions in kind not subject to assessment not exceeding half of the share capital.
This legal form requires a specific text authorizing a profession to opt for its regime. Furthermore, the company may begin only after approval by the competent authority(ies) or its inclusion on the list(s) or the table of the professional order(s) (Article 3 of the Law of 31 December 1990). It is open only to certain regulated activities .
It is necessary to publish a notice of the company's formation in a journal of legal notices. This notice contains the following references: the business or corporate name followed by, if necessary, its acronym; the legal form and if necessary, the particular legal status to which it is subject, the social capital and, if it is a variable capital company, the lowest authorised amount of the capital, the address of the registered office, the corporate object (briefly stated), the duration of the company, the amount of cash contributions, the brief description and evaluation of contributions in kind, the full name and address of the manager and the persons who have the general power to engage the company to third parties, the registry office of the court where the company will be registered and where applicable, the existence of clauses pertaining to the approval of transferees of shares and the designation of the organ of the company authorised to rule on applications for approval.
OTHER PROCEDURES AND OPPORTUNITIES
Be sure to label your mailbox with the name of your company. If not, you will not receive the extracts from the Trade and Companies Register ("Kbis" extracts) sent by the registry office.
Purchase and have the statutory books (register of assemblies, inventory register, journal book...) rated and initialled at the registry office of the Commercial court.
Documents to be provided to the registry office
LEGAL INSTRUMENTS AND DOCUMENTS TO BE FILED BY ANNEX IN THE RCS
An original copy of the articles of association dated and signed by all the partners in person or by representative endowed with a special power (if it is a private deed) or a notarial copy (if it is a certified instrument); the proxy(ies) for the signature of the articles of association is/are filed in one original copy.
A copy of the instrument of appointment of the manager(s), except if the managers are appointed in the articles of association.
A dated and signed copy of the auditors report, if applicable (see the heading contributions in kind above).
SUPPORTING DOCUMENTS TO BE ATTACHED TO THE APPLICATION
The M0 SARL printed forms duly completed and signed.
An original power of attorney from the manager if he or she has not signed the M0 SARL printed forms.
The TNS printed forms duly completed and signed, for managers concerned by the TNS regime.
An ACCRE application form if the company wishes to request Assistance for Unemployed Workers and Entrepreneurs.
A document justifying the regular occupation of the head office premises (by any means: lease, contract for domicile, EDF or telephone billings. . .). Remember that it is of the utmost importance for your company to clearly identify the address of its registered office, thus allowing the registry office to send the Kbis extracts in the event of a formality and for your partners to contact you. If the registered office is established at the personal residence of the legal representative, it is necessary to identify his/her mailbox with the company's name to effectuate the necessary postal procedures for forwarding of company mail.
A certification of publication of the notice of the company's formation in ajournal of legal announcements.
A copy of the authorisation issued by the competent authority, the diploma or certificate.
A copy of a form of identification: copy of a passport or national identity card.
An original sworn statement of non-convictiondated and signed by the interested party which will be verified against any criminal record by the judge appointed to the Trade and Companies Register.
FOR AUDITORS (IF APPOINTED)
Provide a supporting document of their registration on the official list of auditors if it has not yet been published.
Provide the acceptance letter of their appointment.
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: Bulletin Officiel des Annonces Civiles et Commerciales (Official Journal of Civil and Commercial Announcements) (paid by the registry office).
|Useful information||Regulated activities||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 establishment of a limited liability company||M0 SARL printed forms||Télécharger|
|Document template||Power of attorney template||Télécharger|
|Divider||Person falling under the regime of self-employed workers||TNS printed forms||Télécharger|
|Divider||Application for assistance for business start-ups and acquisitions (ACCRE)||Télécharger|
|Document template||Sworn statement of non-conviction and family relationship||Télécharger|
|Useful information||Legal announcements published in the BODACC||Télécharger|