Registration of a Limited Liability Company (SARL) (acquired by management mandate)
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 Liability Company (SARL) (acquired by management mandate)
The completed file allowing for registration of a limited liability company (including in the case of a sole partner SARL - EURL) to 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 ware, transportation...), ensure that you fully satisfy all the required conditions (diploma, professional qualification...) in order to obtain the necessary approval or authorization 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 limited liability company (SARL), you can also contact a domiciliation company (see our fact sheet obligations of commercial domiciliation companies and domiciled companies), a business incubator...
Appointing a contributions auditor
In case of contributions in kind, a contributions auditor must be appointed. This appointment is not mandatory when the three following cumulative conditions are met:
- express decision of non-appointment taken unanimously by the partners and recorded in a legal instrument;
- value of each contribution in kind less than 30,000 euros;
- total value of all the contributions in kind not subject to assessment not exceeding half of the share capital.
The role of the contributions auditor is to assess the property contributed to your company's capital. Download a request template
Adopting the articles of association
The drafting of the articles of association is an important step that should not be overlooked. 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 (do not omit the address of the establishment where the funds were deposited).
Proceeding to appointment of the manager. He or she may be named either in the articles of association or in a separate legal instrument to be filed in the Register of Trade and Companies.
Deposit the funds constituting 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. They will be released upon presentation by the manager of the extract from the Register of Trade and Companies issued by the court clerk and transferred to the account opened in the company's name.
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 to registration at the RCS.
Articles of association templates may be obtained from university or specialised book stores.
For establishment of a limited liability company whose sole partner personally assumes management, download the articles of association template established by the Decree No. 2008-1419 of 19 December 2008
Publication of the notice of the company's formation
Publish a notice of the company's formation in a journal of legal announcements. This notice contains the following references: the company name followed by, where necessary, the acronym; the legal form; the company's capital; the address of the registered office; the corporate purpose (briefly stated); the company's duration; the full names and addresses of the manager, and those having the general power to commit the company to third parties;the auditors (if appointed); as well as the Trade and Companies Register where the company will be registered. 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.
Establish and sign the management mandate contract
Publish a notice relating to the management mandate of the business in a journal authorized to receive legal announcements
Be sure to label your mailbox with the name of the limited liability company (SARL or EURL). 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 of the partners' or sole-partner meetings...) evaluated and initialled at the registry office of the commercial court.
Documents to be attached to the file
Legal instruments and documents to be provided by annex to the RCS
An original of the articles dated and signed by all the partners personally or by a signing officer holding a special power of attorney (in the case of a private instrument) or a notarial copy (in the case of an authenticated legal instrument); the special powers of attorney for signature of the articles of associations are filed in the original.
A dated and signed copy of the contributions auditor's report, if applicable.
For an EURL, a copy of the support contract for the plan for formation or resumption of economic activity certified by the legal representative, as applicable.
The M0 SARL printed forms duly completed and signed. See also our section: references to declare to the RCS when registering an SARL (limited liability company)
An original power of attorney from the manager if he or she has not signed the M0 SARL forms.
A document demonstrating regular occupancy of the head office premises (lease, domiciliation contract, 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 personal domicile of the legal representative, it is necessary to label the mailbox with the name of the SARL or EURL and to carry out the necessary postal procedures for forwarding the company's mail.
A certification of publication of the company's formation notice in ajournal of legal announcements.
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 legal instrument recording the acquisition by management mandate.
If the declared activity is regulated, attach a copy of the authorisation issued by the competent authority, the diploma or certificate.
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 declaration of non-conviction dated and signed by the interested party, which shall be subject to verification against any criminal record by the appointed judge of the Trade and Companies Register.
A certificate of family relationship (full names of parents) unless such appears in a document already provided.
For auditors, if appointed
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.
ATTACH A CHEQUE FOR 242.36 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 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).