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 liability company (SARL) (or EURL - sole trader with limited liability) into a limited 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).

N.B. : the report of the conversion auditor must be filed with the registry office of the Commercial court at least eight days before the date of the assembly convened to rule on this transaction.

Steps preliminary to the filing of the formality

Hold a general assembly of the partners.

Hold a meeting of the board of directors.

Record the minutes of the general assembly with the tax office.

Publish the 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 minutes of the general assembly having approved conversion of the company and appointed the auditors, stamped and recorded by the tax office, and certified by the legal representative or by any person so authorized by the texts governing the limited company.

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

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 updated articles of association certified by the legal representative or by any person so authorized by the texts governing the 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.

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

A copy of the filing receipt from the registry office of the conversion auditor's or the auditor's report, as applicable.

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 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 such relationship already appears in a document provided.

FOR MANAGERS 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 the permanent representative, provide the same documents as previously set forth for individual directors.

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.

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

Provide the same documents as those required for individual directors.

FOR A PERSON ASSUMING GENERAL MANAGEMENT (GENERAL MANAGER), THE DEPUTY GENERAL MANAGER(S) (IF 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 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 appears in a document already provided.

FOR THE AUDITORS

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

Provide the acceptance letter of their appointment.

N.B. : NO DOCUMENT RELATING PERSONAL IDENTIFICATION OF A PERSON IS REQUIRED IF THE LEGAL REPRESENTATIVE IS THE FORMER MANAGER OF THE COMPANY

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 office fees (including 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

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).