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 European company with a board of directors

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

Assemble the management or administrative body to establish:

- the conversion plan;

- A report explaining and justifying the legal and economic aspects of the conversion and indicating the implications to shareholders and employees of the adoption of the European company form.

Create a plan for conversion of the public limited company into a European company.

Publish a notice relating to the conversion plan.

File this plan with the commercial court registry office.

Request the presiding judge of the Commercial court to appoint one or more conversion auditor.

Draw up the articles of association of the European company.

Record the minutes of the extraordinary general assembly deciding on the company's conversion and approving the articles of association of the European company with the tax office.

Publish a notice of the modification in a journal authorised to receive legal announcements.

The filing at the registry office of the conversion plan of the company into a European company as well as the publication relating to the plan must be done at least one month before the date of the first assembly convened to called to rule on the transaction. This plan shall also appear as a notice in the Bulletin des Annonces Légales Obligatoires (BALO - the bulletin of mandatory legal announcements) when the company makes a public offering or when its shares are no longer all in registered form.

The report of the conversion auditor is filed with the registry office of the Commercial court at least eight days before the date of the Assembly called upon to rule on the conversion.

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 conversion of the company and appointment or confirmation of the auditors, stamped and recorded by the tax office,and certified by the legal representative or by any person authorized by the texts governing the European company.

A copy of the minutes of the board of directors which elected or confirmed the chairman of the board of directors, named or confirmed the person assuming the general management, as well as the deputy general manager(s) (if applicable), certified by the legal representative or by any person authorized by the texts governing the European company (SE).

A copy of the deliberations of the board of directors or the management board, as the case may be, relating to the establishment of the conversion plan.

A certified copy of the legal instrument conferring the capacity of permanent representative of a legal entity named director, if applicable.

A copy of the articles of association of the European company certified by the legal representative or by any person authorized by the texts governing the European company.

SUPPORTING DOCUMENTS

The duly completed and signed M2 printed forms.

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

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

A copy of the certificate of publication of the conversion plan in a journal of legal announcements.

A copy of the filing receipt from the registry office for the conversion auditor's report.

A copy of the filing receipt from the registry office for conversion of the public limited company into a European company.

FOR MANAGERS WHO ARE INDIVIDUALS

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 (full names of the parents) unless such relationship already appears in a document provided.

FOR MANAGERS WHICH ARE LEGAL ENTITIES

An original extract from the Trade and Companies Register (RCS) issued within the last three months if the 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.

N.B. : if the legal entity is not registered or falls under the jurisdiction of a country not belonging to the European Union, their legal representative must be declared to the Trade and Companies Register (RCS); in that case, provide the same documents as those listed previously for managers who are individuals.

See also our section: RCS declaration of the representative of the directing legal entity

FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS NOT ASSUMING GENERAL MANAGEMENT

Provide the same documents as those required for directors who are individuals.

FOR A PERSON ASSUMING GENERAL MANAGEMENT (GENERAL MANAGER), FOR THE DEPUTY GENERAL MANAGER(S) (AS APPLICABLE)

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 (full names of parents) unless the family relationship appears in a document already provided.

FOR THE AUDITORS

Provide the acceptance letter of their appointment.

Provide a supporting document of their registration on the official list of auditors if it has not yet been published.

N.B. : NO SUPPORTING DOCUMENTS ARE REQUIRED IF THE PERSON ALREADY APPEARS ON THE RCS EXTRACT OF THE LIMITED COMPANY CONVERSION INTO A EUROPEAN COMPANY (S.E.)

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

Costs of the registry office (including the filing fees: €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).