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.

Appointment of a member of the supervisory board

The completed file allowing for the modification formality with the Trade and Companies Register (RCS) linked to appointment of a member of the supervisory board in an SA having a board of directors and a supervisory board must be filedwithin a month of the legal instrument so deciding (Article R. 123-66 of the Commercial Code): either

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

Steps preliminary to the filing of the formality

Convene a general meeting leading to appointment of a new member or convening the supervisory board for appointment of a new member.

Publish a notice of modification in a journal of legal announcements.

Documents to be attached to the file

Legal instruments to be produced by annex to the RCS

A copy of the legal instrument of the company indicating appointment of a new member of the supervisory board, certified by the legal representative or any person normally authorised to so sign for the SA.

If the new member of the supervisory board is a legal entity: a copy of the legal instrument indicating designation as a permanent representative, certified as conforming by its legal representative.

If a legal entity appointed as a member of the supervisory board is not registered in a public registry or does not included in such of a non-member country of the European Union, attach a copy of its current articles, translated into French, if applicable, and certified as a true copy by its legal representative.

Supporting documents

The M3 printed forms duly completed and signed.

An original power of attorney from the legal representative if he has not signed the M3 forms.

A copy of the publication of the notice of modification in a journal of legal notices.

For members of the supervisory board who are individuals

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 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 new member of the supervisory board, which shall be the subject of verification with any criminal record by the judge appointed by the Trade and Companies Register.

A certification of family relationship of the new member of the supervisory board (surname and first names), unless family relationship appears in a previously submitted document.

For members of the supervisory board which are legal entities

An original extract from the Trade and Companies Register (RCS) dated within less than three months if the legal entity is registered or any official document justifying the legal existence of the entity if it is not registered with the Trade and Companies Register.

For a permanent representative, produce the same documents as those mentioned above for individual members of the supervisory board.

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, produce the same documents as those mentioned above for individual supervisory board members.

Also refer to our section: declaration to the RCS of a representative of a directing legal entity

Prices

Enclose with the formality a cheque for 205.50 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 fees: €7.80)

VAT

INPI

BODACC

€65.00

€13.00

€11.80

€115.70

Registry office fees: 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).