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.

Conversion of a limited company (SA) into a simplified joint stock company (SAS)

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

Hold a shareholders assembly deciding on the transformation of the limited company into a simplified joint stock company.

Publish a notice of the modification in a journal of legal announcements.

If you are performing a regulated activity, be sure to request a modification of your approval or authorisation with the issuing body.

Documents to be attached to the file

LEGAL INSTRUMENTS TO BE PRODUCED BY ANNEX TO THE RCS

An updated copy of the articles of association, dated and certified by the legal representative.

A copy of the assembly having approved the conversion, stamped and recorded by the tax office.

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.

If it relates to a regulated activity, enclose the diploma, the approval or authorisation of its exercise issued by the controlling authority of such activity.

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

FOR THE CHIEF EXECUTIVE, MANAGING DIRECTOR, OR DEPUTY MANAGING DIRECTOR WHO ARE INDIVIDUALS

A copy of a form of identification: copy of a valid passport or national identity card or a two-sided copy of a 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 judge appointed to the Trade and Companies Register.

A certificate of family relationship (surname and first names of the parents) unless such relationship already appears in a document provided.

FOR THE CHIEF EXECUTIVE, MANAGING DIRECTOR, OR DEPUTY MANAGING DIRECTOR 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 an individual chief executive or managing directors.

Also see our section: declaration to the RCS by the representative of a directing legal entity

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 fees (including filing costs: €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).