France - Procedure to Incorporate a Sàrl

Company Type	Time to Incorporate	Cost
Sàrl	3 weeks	£2860

Company Name

France is very liberal about which company names are allowed.

All départements in France have a register of company names and so most company names are allowed so long as it is not used by another company in the same département and so long as the name is not against public policy.

A common name, such as Hôtel de la Gare Sarl, will therefore, be repeated several times throughout France.

Names can be in any language.

• Typically foreign names be avoided, as well as adding the word France after the company name. This is usually perceived to mean that it is a non French company.
• Names which are compatible with French usage should be generally adopted.

We will check your chosen company name with the the Register of the Commercial Courts and the Institut National de la Propriété Industrielle free of charge.

Shareholders

The minimum number of shareholders in an Sàrl is two and these may be either individuals or corporate bodies. For each shareholder we shall need the following information:

• Corporation - full registered name, trading name, registered office address, company registration number, name and title of legal representative of the company.
• Individual - name, home address, profession, date and place of birth, nationality, marital status and spouse

If only one shareholder is required, the company is incorporated as a Eurl (entreprise unipersonnelle à responsabilité limitée), which is the single member version of the SàrL.

It is not necessary that the shareholders be French, or reside in France.

Closed Ownership

An Sàrl usually adopts a closed structure, meaning that share transfers can only be carried out between existing shareholders or with the unanimous permission thereof. Thus, in the event of the transfer of shares to a third party this may only be done with the agreement of the other shareholders.

Fixed Share Capital

The minimum fixed share capital of a French Sàrl is rounded up to an amount which is easily divisible e.g. a share capital of €8,000 which would give 500 shares at €16 each (800 shares at €10).

The amount chosen is held with the notary, with a bank or in a Caisse de Dêpot during the course of the formation of the company.

Share Capital Split

Once the formation is completed and the company registration certificate is issued then the percentage shareholdings of each of the shareholders can be decided.

Registered Office

A company in France must have its own Registered Office. A written agreement by the owner of the property authorising the specific use of his address for the Registered Office of the company to be incorporated must be supplied to the French company registrar.

A Sàrl must have its Registered Office in the département of the incorporation. Proof is required that the person owning the premises which is going to be the registered office, is content to let the premises be used in this way. Typically, the last rates bill (taxe de foncière) needs to be produced along with incorporation documents.

Gérant

The legal representative of a Sàrl company is called a Gérant.

It is not necessary that he resides in France. It is more complicated to appoint a Gérant who is not a national of one of the EU states. If this person is not a citizen of an EU member state or does not hold a resident card, application must be made for a business permit (carte de commerçant) through the French consulate in the person's home country, which transmits the application to the Préfecture of the département in which the company is to locate its registered office.

When incorporating, for each gérant we require:

• Name, address, date of birth
• Citizenship
• Marital status and details of the spouse

We also need details of any criminal convictions or bankruptcies; which may be incompatible with holding the office of gérant

France - Foreign Trader's Card - Carte de Commerçant Étranger

Anyone who wants to be a Gérant in a French company needs a Carte de Commerçant Étranger if they are not in any of the following :

• French citizens.
• Citizens of an EU country (there are some exceptions for new member state citizens).
• Those with long term or permanent residency in France. With a visa de long séjour.
• Those from a country which is a member of the OECD.

Carte de commerçant étranger are compulsory for those who hold positions in a Société à résponsabilité limitée (limited liability company) regardless of whether they reside in France or not.