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 foreign subsidiary (registered office abroad)
The complete set of documents for purposes of registering a commercial company was registered offices outside a French department, 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 organisations and trade unions; the services of the prefecture of the department; the supervisory authorities (ex. for transportation activities, contact the Regional Equipment Department (DRE).
You need to provide proof to the registry of regular occupation of the premises that house your establishment (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 subsidiary being set up in the personal domicile of the representative in France, 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 foreign subsidiary 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.
Documents to be attached to the file
LEGAL INSTRUMENTS AND DOCUMENTS TO PRODUCE FOR THE RCS
A copy of the company's articles, in force on the day of filing and where applicable, translated into French, certified a true copy by the subsidiary's representative.
The M0 printed forms duly completed and signed.
Please also consult our data sheet: Branches of foreign companies (information stated to the Trade and Companies Register)
An extract of the company's enrolment in a foreign public registry, in an original exemplar and less than three months old, where applicable translated into French.
A power of attorney from the subsidiary's representative, in an original exemplar if he has not signed the M0 himself.
A document attesting to regular occupation of the premises of the establishment (lease, domiciliary contract, EDF receipt or telephone invoice etc.). It is extremely important that your subsidiary clearly identifies its address, 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 address is stated to be the personal domicile of the representative in France, 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 declared activity is regulated, attach a copy of the authorisation issued by the competent authority, a diploma or certificate.
FOR THE REPRESENTATIVE IN FRANCE
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 (full names of the parents) unless the family relationship appears in a document already provided.
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||The obligations of commercial domiciliation companies and domiciled companies||Télécharger|
|Registration||Declaration for formation of a company or other legal entity.||M0 Printed Forms||Télécharger|
|Useful information||Branches of foreign companies: information revealed to the RCS||Télécharger|
|Document template||Power of attorney template||Télécharger|
|Document template||Sworn statement of non-conviction and family relationship||Télécharger|
|Useful information||Legal announcements published in the BODACC||Télécharger|