Registration of a limited partnership company
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.
Registration of a limited partnership company
The completed file for the registration of the limited partnership company with the RCS must be filed, 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 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 PERFORMANCE OF A REGULATED ACTIVITY
If you engage in a regulated activity (sale of alcoholic beverages, optics and eye wear, transportation...), ensure that you fully satisfy all the required conditions (diploma, professional qualification...) in order to obtain the necessary approval or authorisation for registration in the Trade and Companies Register.
For information, please contact: professional bodies and trade unions; the services of the prefecture of the department; the supervisory authorities (ex. for transportation activities, contact the Regional Equipment Department also known by the French acronym DRE).
You must demonstrate to the court clerk regular occupancy of your company's headquarters premises (by any means: copy of the commercial lease, recent EDF or telephone billings . . .).
Upon its formation, your company may be domiciled in the residence of its legal representative without limitation as to term when no legal provision or contractual condition prohibits it. By contrast, if there is a legislative provision or contractual stipulation that prohibits the head offices being set up in the legal representative's personal domicile, 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).
To domicile the LP, you can also contact a domiciliation company (see our fact sheet obligations of commercial domiciliation companies and domiciled companies), a business incubator...
ADOPTION OF THE ARTICLES OF ASSOCIATION
The drafting of the articles of association is an important step that should not be neglected. It may have legal and tax consequences for the company, and may impact the officer's legal status. The procedure is described below.
Establish the articles of association.
Proceeding to appointment of the manager.
Deposit the funds for the cash contributions in a blocked account. The funds must be deposited in a credit institution located in France, at the Caisse des dépôts, or with a notary.
Register the articles of association during the month following their signature. Normally, the articles of association must be registered, free-of-charge, with the tax office of the domicile of one of the partners or of your company's headquarters as allowed by the the tax authorities. This formality is not required prior the registration at the RCS.
Articles of association templates may be obtained from university or specialised book stores.
APPOINTING AN AUDITOR
In the case of contributions in kind, one or several contributions auditors must be appointed by the presiding judge of the commercial court, upon application.
The application should be filed with the registry at the commercial court in two copies. For further information concerning this application, click here
PUBLICATION OF A COMPANY'S FORMATION
Publish an announcement of the company's formation in a journal of legal announcements. The announcement must contain the following references: company name; where applicable, its acronym; the legal form; the company's capital; address of the registered office; company purpose (given in short form); duration of the company; name and first names and address of the manager; persons with power of attorney for contractual purposes with third parties; partners with unlimited liability for company debts; auditors (if they have been appointed); mention of the registry of the Court registry where the company is to be registered with the Trades and Companies Register (RCS). If the company has variable capital, it must be referenced in the notice as well as the amount below which capital may not be reduced.
N.B. : in the event of purchase, contribution, or acquisition by lease management or management mandate of a business, it is advisable to proceed with publication relating to such event.
Be sure to label your mailbox with the name of the limited partnership. If not, you will not receive the extracts from the Trade and Companies Register sent by the registry office.
Purchase and have the statutory books (register of deliberations...) rated and initialled at the registry office of the commercial court.
Documents to be attached to the file
LEGAL INSTRUMENTS AND DOCUMENTS TO PRODUCE FOR THE RCS
An original copy of the articles of association dated and personally signed by all the partners or by an agent holding a special power of attorney (if it relates to a notarial document) or a certified copy (if it relates to an authenticated legal instrument); the powers for the signatories of the articles of association is/are filed in the original.
A copy of the instrument appointing the manager, if he or she has not been appointed in the articles of association, certified to be a true copy by the manager. The instrument appointing a managing legal entity shall indicate the identity of their legal representative(s).
If a legal entity as a general partner or named as manager of the limited partnership is not registered in a public register or comes under the jurisdiction of a country not belonging to the European Union, attach a copy of the articles of association in effect translated, if necessary, into French, certified by its legal representative.
The M0 printed forms duly completed and signed.
An original power of attorney of the manager if such did not herself/himself sign the MO forms.
A document demonstrating regular occupancy of the head office premises (lease, contract of domicile, EDF receipt or phone bill....). It is important that your company clearly identify its registered office address, thus allowing the registry office to send extracts of the Trade and Companies Register at the time of a formality or for your collaborators to contact you. If the registered office is established at the domicile of the legal representative, it is necessary to identify the mailbox with the name of the limited partnership (SCS) and to carry out the necessary postal steps for the forwarding of the company's mail.
A copy of the publication of the notice of the company's formation in a journal of legal announcements.
For the purchase of a business, please attach:
- a copy of the certificate of publication of the notice relating to the purchase of the business in a journal of legal announcements;
- a copy of the stamped and recorded legal instrument of sale of the business.
For lease management of a business, please attach:
- a copy of the certificate of publication of the notice relating to the acquisition of lease management in a journal of legal announcements;
- a copy of the lease management contract.
For the management by mandate of a business, please attach:
- a copy of certification of publication in a journal of legal announcements of the notice relating to assumption of management by mandate;
- a copy of the management mandate contract.
For a capital contribution, please attach:
- a copy of the certification of publication in a journal of legal announcements regarding the capital contribution;
- a copy of the legal instrument for the capital contribution, recorded and stamped.
If the declared activity is regulated, attach a copy of the authorisation issued by the competent authority, the diploma or certificate.
FOR MANAGERS AND GENERAL PARTNERS WHO ARE INDIVIDUALS
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 original dated and signed sworn declaration of non-conviction, which will be subject to verification with the criminal record by the appointed judge of 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 MANAGERS AND GENERAL PARTNERS WHO 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 managing 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 general partners or managers who are individuals. See also our section: declaration to the RCS of a representative of a directing legal entity
FOR AUDITORS (IF APPOINTED)
Provide documentary evidence of their registration on the official list of auditors if it has not already been published.
Provide the letter of acceptance of their appointment.
ENCLOSE A CHEQUE FOR 49.92 EUROS (FORMATION) OR 242.36 EUROS (PURCHASE, CONTRIBUTION, ACQUISTION OF LEASE MANAGEMENT OR MANAGEMENT MANDATE)
Cheques must be made payable to the relevant GREFFE DU TRIBUNAL DE COMMERCE, and attached to the application.
Cost breakdown for the formality of formation
Registry office fees (including filing costs: 7.80)
Cost breakdown for a formality in the case of a purchase, contribution, or assumption by lease management or management mandate
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).