A. PREPARATION FOR INCORPORATION
In order to incorporate a company in France, there are a number of steps and requirements that are needed to ensure legal compliance.
Firstly, the shareholders have to ascertain that the business of the company does not fall in the scope of a regulated activity. As an example, selling medicinal products or freight transportation are regulated activities. Running a regulated activity is allowed but it may require from the managers and/or the shareholders to justify with the French administration of certain conditions as experience, qualification, honorability or insurance policies, for example, prior to starting the business.
Then, the sole shareholder or the shareholders have to choose the legal entity that suits their needs. Shareholders may adopt entity with limited (i.e. French “SARL”, “SA” or “SAS”) or unlimited responsibility (i.e. “SNC”, “Société civile”). Depending on its form, a company may also present a smaller or a larger flexibility in its organizational and operating rules. As an example, the governance of a “société par action simplifiée” (simplified joint stock company) is freely organized by the bylaws.
The shareholders must also choose the registered office of the company. They can rent or buy premises, but the registered office of the company may also be established at the personal home of the manager. If none of these possibilities is suitable, it is still possible to shift towards domiciliary companies.
When the form of the legal entity is decided and the registered office determined, the shareholders shall draft and sign (unanimously) the bylaws of the company which are a private deed. The bylaws determine the governing rules of the company and between the shareholders, within the flexibility allowed by the chosen form. In case the chosen form does not offer a suitable flexibility, it is still possible to organize such governing rules regarding the shareholders in a shareholders’ agreement which is private and confidential.
Finally, the contributions must be released. The contributions in kind are subject to an auditor’s report (in principle) while the contributions in cash are deposed on a bank account opened in the name on behalf of the company in course of registration. The deposit of the funds is observed by the chosen bank which issue a “certificat de dépôt” (deposit certificate).
B. INCORPORATION REGISTRATIONS
In order to be recognized as a legal entity under French law, a company has to be registered with the registry of the commercial court.
For this purpose, the filing of the following documents is required:
- identification document of the managers (for the foreign manager – who are not European resident
- it is necessary to provide the registry with a resident permit);
- the managers declaration of parentage and non-conviction;
- the signed bylaws;
- the “certificat de dépôt” (deposit certificate) provided by a bank; and
- the proof of the regular occupation of premises (lease agreement, certificate of domiciliation at the manager’s personal home or domiciliation agreement with a domiciliary company).
Since the decree of 12 June 2017, it is also required to provide the registry of the commercial court with the designation of the beneficial owner (i.e. the natural person(s) who owned directly or indirectly a significant part – 25 % – of the share capital of the company).
Lastly, it should be noted that all these documents may be filed with one-stop shop in fairly short times, especially since it is possible to proceed with an online filing.