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 European economic interest group (EEIG)
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).
You will be required to provide proof to the commercial court registry of your regular occupation of the premises of your economic interest group (by any means: copy of the lease, recent EDF invoice or telephone bill etc.).
When it is created, the European economic interest group (EEIG) 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 EEIG, 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 CONSTITUTIVE CONTRACT
Drawing up the grouping contract 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 procedure is described below.
- draw up the grouping contract;
- appoint the manager and accounts controller; the group can also point a management controller; they may be appointed in the constitutive contract or by separate deed;
- The group contract must be filed with the group's registered office tax bureau, prior to applying for registration with the RCS.
The application dossier duly completed must be filed with the commercial court registering that is the centre of corporate procedures (CFE) for European economic interest groups. 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.).
N.B. : in the case of a buyout, a contribution, a lease or stewardship contract (gérance-mandat du fonds de commerce) for a commercial interest grouping, this must be published in the Gazette.
Please identify your mailbox in the name of the EEIG. 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
Send the group contract if it has been drawn up by authenticated deed, or an original of the contract, with government stamp, and registered at the tax office, dated and signed by all the members or their representatives, if the contract is drawn up under private signature. The power(s) of attorney for signing the articles of association should be filed as an original exemplar.
A copy, certified as true by the legal representative, of the deeds of appointment of the manager or managers (stating whether they may act alone or jointly) and the control bodies, if they have not been appointed in the constitutive contract.
If the EEIG manager is a legal entity, a certified copy of the deed appointing the permanent representative.
The G0 printed forms duly completed and signed.
N.B. : the G0 forms must carry a statement affirming or negating the existence of an exoneration clause concerning company debts incurred prior to the entry of the members in the grouping, as well as the civil or commercial type of activity.
A power of attorney from the legal representative, in an original exemplar if he has not signed the G0 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 company and to perform the necessary procedures with the Post Office for delivering your company's correspondence.
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 legal Gazette;
- a copy of the lease management contract.
If such relates to a lease-management agreement, 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 THE MANAGER, THE MANAGEMENT CONTROLLER (IF APPOINTED), THE ACCOUNTS CONTROLLER, THE PHYSICAL PERSON MEMBERS
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 affidavit declaring a clean police record dated and signed, in an original exemplar, by the person concerned; this document will be verified with the authorities by the Trade and Companies Register judge.
A certificate of family relationship (surname and first names of the parents), unless such appears in a document already provided.
FOR THE LEGAL ENTITY MEMBERS, MANAGER, ACCOUNTS CONTROLLER (WHO IS NOT A STATUTORY AUDITOR)
An extract of the Trade and Businesses 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.
For the administrator's permanent representative, produce the same documents as those required for physical person administrators. declaration to the RCS of a representative of a directing legal entity
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.
Remark: after registration has been published in the official bulletin of civil and commercial announcements (BODACC), the commercial court clerk sends a request for publication of the creation of the group to the Official Journal of the European Union.
ATTACH A CHEQUE FOR 84.24 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)
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)
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 (amounts paid by the court clerk).