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.

Sommaire des formalités

Conversion of a limited company into a private limited company

The completed application allowing forthe modifying formality at the Register of Trade and Companies (RCS) linked to the change of legal form must be filed within the 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

Hold an extraordinary general assembly.

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

If you exercise a regulated activitybe sure to request a modification of your approval or authorisation with the issuing agency.

Documents to be attached to the file

LEGAL INSTRUMENTS TO BE PRODUCED BY ANNEX TO THE RCS

A copy of the minutes of the extraordinary general assembly having decided on the conversion of the company and the modification of the articles of association, stamped and recorded by the tax office, and certified by the manager or by any person authorized by the texts governing the private limited company (SARL).

A copy of the updated articles of association certified by the manager or by any person authorized by the texts governing the private limited company.

SUPPORTING DOCUMENTS

The M2 printed forms duly completed and signed.

An original power of attorney from the legal representative if he or she has not signed the M2 printed forms.

If it relates to a regulated activity, enclose the diploma, the approval or authorisation for its exercise issued by the controlling authority of such activity.

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

IF THE MANAGER OF THE PRIVATE LIMITED COMPANY IS NOT ONE OF THE PERSONS ALREADY DECLARED TO THE RCS, PROVIDE

A copy of the form of identification: copy of a valid passport or national identity card or a two-sided copy of a valid residence permit. The status indicated on the residence permit must allow the holder to register with Trade and Companies Register (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 of the manager (surname and first names of the parents) unless such relationship appears in a document already provided.

IF THE MANAGER OF THE PRIVATE LIMITED COMPANY (SARL) IS ONE OF THE PERSONS ALREADY DECLARED IN THE RCS: NO DOCUMENT RELATING TO HIS OR HER IDENTIFICATION IS REQUIRED

Prices

ENCLOSE A CHEQUE FOR228.90 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 fees (including filing costs: €7.80)

VAT

INPI

BODACC

€84.50

€16.90

€11.80

€115.70

If the company has one (or more) establishment(s) registered in the RCS falling under the jurisdiction of another court: add 51.48 euros for this formality of change of the legal form (multiplied by the number of secondary registrations).

For each secondary registration

Notification fees

VAT

INPI

BODACC

€42.90

€8.58

€0.00

€0.00

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).