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 limited company with a board of directors

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 limited company (with a board of directors) 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 company (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 limited company, you may also apply to a domiciliary company (please see our data sheet: obligations des sociétés de domiciliation commerciale et des sociétés domiciliées), a business incubator etc.

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

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.
  • Appoint the administrators. The first administrators are appointed in the articles. They will then proceed to appoint the board of directors chairman, CEO and where applicable several general delegate managers (five maximum).
  • 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 are 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 administrators, of the board of directors chairman, of the CEO, of the delegate CEO, of 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, 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 case of a buyout, a contribution, a lease or stewardship contract (gérance-mandat du fonds de commerce) this must be stated in the Gazette.

OTHER FORMALITIES

Please identify your mailbox in the name of the limited company. 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 (general assemblies' deliberations registry, Board of Directors 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 exemplar of the board of directors meeting minutes appointing the Board of Directors chairman, the person appointed as general manager, the delegate general managers (where applicable), certified a true copy by the legal representative.

A certified copy of the deed conferring quality of permanent representative of a legal entity appointed administrator.

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.

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.

SUPPORTING DOCUMENTS

The M0 printed forms duly completed and signed. Please also consult our data sheet: Indications to be made on the RCS at the time of incorporation of an SA (Limited Company) with a board of directors.

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.

If the declared activity is regulated, attach a copy of the authorisation issued by the competent authority, a diploma or certificate.

If such relates to purchase of business assets, attach:

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

FOR PHYSICAL PERSON ADMINISTRATORS AND THE BOARD OF DIRECTORS CHAIRMAN NOT TAKING OVER GENERAL MANAGEMENT OF THE COMPANY

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 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 LEGAL ENTITY ADMINISTRATORS

An extract of the Trade and Businesses Register in original exemplar, less than three months old if the entity is registered; otherwise any official document proving the existence of the legal entity where it is not registered with the RCS.

For the permanent representative, please produce the same documents as those mentioned above for physical person administrators.

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

FOR THE BOARD OF DIRECTORS CHAIRMAN TAKING OVER GENERAL MANAGEMENT, THE GENERAL MANAGER AND THE DELEGATE GENERAL 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 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; this document will be verified against any criminal record by the judge appointed by 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 fees (including filing costs: €7.80)

VAT

INPI

BODACC

€41.60

€8.32

€0.00

€0.00

How the amount required for the procedure is distributed, in the case of purchase, contribution, leasing or gérance-mandat:

Registry 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
Useful information Regulated activities Télécharger
Useful information The obligations of commercial domiciliation companies and domiciled companies Télécharger
Useful information Appointment of a contributions auditor Télécharger
Document template Petition in anticipation of appointment of a contributions auditor Télécharger
Useful information Non-exhaustive list of publications authorised to publish judicial and legal announcements Télécharger
Useful information Initials in ledgers Télécharger
Registration Declaration for formation of a company or other legal entity. M0 Printed Forms Télécharger
Useful information Indications to be made on the RCS at the time of incorporation of an SA (Limited Company) with a board of directors. Télécharger
Document template Power of attorney template Télécharger
Document template Sworn statement of non-conviction and family relationship Télécharger
Useful information RCS declaration for a representative of a directing legal entity Télécharger
Useful information Legal announcements published in the BODACC Télécharger