Incorporation of a general partnership (SNC)
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.
Incorporation of a general partnership (SNC)
The completed file for the registration of the general partnership must be filed 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 EXERCISE 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 registered office 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 establish domicile of the general partnership, you may also apply to a domiciliary company (refer to our section obligations of commercial domiciliary companies and domiciled companies), or to a business incubator . . .
ADOPTION OF THE ARTICLES OF ASSOCIATION
Drawing up the articles is an important step that must not be neglected. It may have legal and tax consequences for the company, and may impact the director's legal status. The steps are described below.
Draw up the articles.
Proceeding to appointment of the manager. The manager may be appointed in the articles or in a separate legal instrument.
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.
Two copies of the request should be filed with the registry office of the commercial court. 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; registered office address; 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); reference to the Court 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.
Please identify your mailbox in the name of the general partnership (SNC). Otherwise you will not receive the extracts from the Trade and Companies Register when they are sent by the registry.
Purchase and then list and initial the statutory books (register of deliberations of the partners . . .) with the clerk of the Commercial Court.
Documents to be attached to the file
LEGAL INSTRUMENTS AND DOCUMENTS TO PRODUCE FOR THE RCS
An original exemplar of the articles dated and signed by all the partners personally or by a signing officer who can produce a special power of attorney (in the case of a private signature) or a letter (in the case of an authenticated deed); for the special powers of attorney for signing articles, an original exemplar must be filed.
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 appointed as manager of the company is not registered in a public registry or falls under a non-member country of the European Union, attach a copy of its articles in force, where applicable, translated into French, certified as a true copy by the legal representative.
The M0 printed forms duly completed and signed.
An original power of attorney of the manager if such has not signed the MO forms.
A document attesting to regular occupation of the head office premises (lease, domiciliary contract, EDF receipt or telephone invoice, etc.). It is extremely important that your company clearly identifies the address of its head offices, enabling the registry to send you the extracts from the Trade and Companies registry for purposes of procedures, and enabling your partners to get in touch with you. If the registered office is established at the residence of the legal representative, it is necessary to identify the mailbox with the name of the partnership 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, 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 acquisition by lease management of a business, attach:
- a copy of the certificate of publication of the notice relating to acquisition the lease management in a journal of legal announcements;
- a copy of the lease management contract.
For the a management mandate of a business, attach:
- a copy of the certificate of publication of the notice relating to the start of the management mandate in a journal of legal announcements;
- a copy of the management mandate contract.
For a capital contribution, attach:
- a copy of the attestation of publication of the notice of capital contribution in a journal of legal announcements;
- a copy of the legal instrument for the capital contributions, recorded and stamped.
If the declared activity is regulated, join a copy of the authorisation issued by the competent authority, the diploma or certificate.
FOR MANAGERS AND 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 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 interested party which will be verified against any criminal record by the appointed judge of the Trade and Companies Register.
A certificate of family relationship (full names of the parents) unless the family relationship appears in a document already provided.
FOR MANAGERS AND PARTNERS 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 demonstrating the legal existence of the entity if not registered with the Trade and Companies Register.
N.B. : if the managing legal entity is not registered or does not fall under a non-Member State of the European Union, its legal representative must be declared with the RCS; in such event, produce the afore-cited documents for managers who are individuals. Also refer to our section: declaration to the RCS of a representative of a directing legal entity
FOR AUDITORS (IF APPOINTED)
Please provide documentary evidence of their registration on the official list of auditors if it has not already been published.
Please 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).