How does one register a société anonyme - SA (public limited liability company)?

Prior to registering your company with the Registre du Commerce et des Sociétés (RCS), you should complete the following:

Documents required to complete your registration file:

If your company has a regulated activity (sale of alcoholic beverages, optician, transportation of goods or passengers, etc.), check that you fulfill the conditions required for this activity (diploma, professional qualifications, etc.) in order to obtain the agreement, or the necessary authorization, to be registered with the RCS.

For further information :

• professional organizations and associations

• the services of the " Préfecture de Paris "

• the administrative supervisory authorities (e.g. transport: Refer to the DREIF - Direction Régionale de l’Equipement Ile de France)

Domiciliation: your official business address:

The Greffe requires proof of an established address for the company’s head office (e.g.: a copy of the commercial lease, a copy of the contract with a domiciliation company, a recent electric bill (EDF) or telephone receipts, etc.). The company may use the home address of the company's legal representative (e.g. the "président du conseil d’administration" - chairman of the board) for the first two years of business (Art. 1er ter Ordinance nº58-1352 of December 27, 1958).  To domicile your company, you may also contact a domiciliation company, or "pépinière d’entreprises".

In order to establish the memorandum of association of the company:

• Drafting the memorandum of association of a company is an essential, and very important, step in the creation of your company.  It will have legal and fiscal consequences on the status of the company representatives.
  
• The first directors are appointed in the memorandum of association.  Then the "conseil d’administration" (board of directors) appoints the chairman of the board and then the director general.
  
• The appointment of the auditors.
  
• Deposit the funds which make up the cash contribution in a blocked account, either in a finance company located in France, with the Caisse des Dépôts et Consignations (deposit and consignment office), or with a notary’s office.  After the registration of the company, the company's legal representative will then produce a certificate of incorporation with the RCS in order to release the funds, which may then be transfered to the company’s bank account.
  
• Register the memorandum of association of the company within one month of signing by all board members (free of charge), with the appropriate tax collector’s office nearest the home of one of the associates or nearest the head office of the company.  This formality is not required before registration with the RCS.  Standard memorandum of association forms may be bought in specialized and university bookshops.
  

• Contact a newspaper specializing in legal notices, or the national and regional press entitled to publish legal notices, to announce the creation of the company.  The following information is required: the name and legal form of the company; the address of the head office; the object (briefly indicated) of the company; the surname, first name and home address of the chairman of the board, the general director and the auditors; and the RCS with which the company will be incorporated (see Art. 285, decree 23 March, 1967 published in the commercial code).

• Remember to verify that the name of your company is clearly indicated on your post box, or you will not receive the certificate of incorporation ("Kbis" extract) sent by the Greffe!
  

• to comply with the regulations, you should buy  the company books (minute books, inventory books, "livre journal" (ledger), etc.) and have them stamped and signed by the Greffe (Rez de chaussée, Bureau des paraphes B14).
  

  What proceedings should be sent to the Greffe?

• two original copies of the memorandum of association signed by all the members of the company.
  
• two certified true copies of the act appointing the chairman of the board and the director general, signed either by the chairman of the board or the director general.
  
• two certificates delivered by the bank proving that it has received funds in a blocked account.  Two lists of the stockholders setting forth the number of stocks and amount invested by each one.
  
• if a contribution in kind has been made, then two reports by the "commissaire aux apports" should be enclosed.

  Documents to enclose with the registration file: 

• a completed M0 application form; available from the Greffe, from specialized bookshops, from the CFE and from the web site (www.cerfa.gouv.fr).
  

• written proof showing that the appropriate CFE has been notified (i.e. a copy of the document delivered by the post office proving that the file has been sent registered with signed receipt, copy of the covering letter, or copy of the receipt delivered by the CFE confirming that it has received the file).
  

• a proxy, if the chairman of the board or director has delegated a third person to sign the application form.
  

• proof of the publication of the creation of the company in a newspaper authorized to publish legal notices
  

• proof of the regular occupancy of the company’s head office (e.g: copy of the commercial lease, contract with a domiciliation company, recent electricity (EDF) or telephone receipts, etc.).
  

• if the declared activity is regulated, then send a copy of the authorization delivered by the administrative supervisory authorities, a copy of the diploma or title.

For directors (individuals):

• copy of the identity papers, or a record of personal information, or a birth certificate.  For non-French citizens, copy of the resident’s permit (both sides) if they reside in France, or copy of their valid passport if they reside abroad.
  

• a sworn statement by the director indicating that he/she has no criminal record.  This statement will later be checked by the "juge commis auprès du RCS" (judge appointed by the president of the commercial court to supervise the RCS) with the "Service du Casier Judiciaire" (criminal records).
  
• a certificate indicating the surname and first name of the director's parents, except if this information appears in a relevant document already produced.

For directors (legal entities):

• A certificate of incorporation with the RCS issued within the last three months.
  
• For the "représentant permanent" (individual representing the legal entity), see the above mentioned documents required for the directors (individuals).  Plus two certified true copies of his/her appointment by the legal representative of the company.
  
• Two certified true copies of his/her nomination as representative of the legal entity should also be enclosed.  These documents should be signed by the legal representative of the company designated as director.

For the chairman of the board and the director:

• copy of the identity papers, or a record of personal information, or a birth certificate.
  
• For non-French citizens, a copy of the resident’s permit (both sides) if they reside in France, or copy of their valid passport if they reside abroad; if necessary, a copy of their carte de commerçant étranger (commercial license).
  
• a sworn statement by the chairman of the board and the director indicating that they have no criminal record.  These statements will later be checked by the "juge commis auprès du RCS" (judge appointed by the president of the Commercial Court to supervise the RCS) with the "Service du Casier Judiciaire" (criminal records).
  
• a certificate indicating the surname and first name of the parents of the chairman and the director general, except if this information appears in a relevant document already produced.

For the auditors:

• proof of their registration on the auditors’ list if it has not yet been published, and the acceptance letter from the auditors.
  
• a copy of the authorization delivered by the administrative supervisory authorities, and a copy of the diploma or title, if the company's activities are regulated.

Fees

Please include a cheque with your file for 53, 15 € made out  to: greffe du Tribunal de commerce de Paris.

RCS  -  Bureau n°616  -  Rez de chaussée.