France - Société à Responsabilité Limitée Company Incorporation

Company Type	Time to Incorporate	Cost
Sàrl	3 weeks	£2860

Incorporating a Business in France

• Companies objects - a brief description of the activities of your company.
• Proposed company name
• Ready made companies available with Bank Accounts and VAT/ TVR numbers
• Sàrl - one director and two shareholders.
• A copy of the passports of the shareholders and officers
• Details of the marital status of any shareholders, including names of spouses. This requirement is unique to France
• SCI – one director and two shareholders.

Procedure to incorporate French company

• Open a French bank account and deposit start-up capital - Bank then issues a certificate.
• Check name for uniqueness with the Institut National de la Propriété Industrielle (INPI).
• Publish notice with a legally approved journal - Must state the name, the company administrator (gérant), share capital and registered office.
• Register the company statutes at the local tax office - Presented to the tax authorities within one month of signing. They keep the original and stamp copies thereof.
• File the company registration with the Centre de Formalités des Entreprises.
• Buy company books - minute books, inventory books, ledgers. Have company books stamped and initialled by the clerk of the Commercial Court. The company journal is the main book to be stamped.
• File a request for a company's registration with the Centre de Formalités des Entreprises (CFE).
• Inform the post office of the new enterprise by presenting the receipt given by the Centre de Formalités des Entreprises.

The characteristics of the Sàrl are:

• Only a nominal capital requirement.
• Minimum of one shareholder.
• Only 1 director required.
• No statutory audit needed.
• No annual general meeting of shareholders, if less than 25 shareholders.

Requirements

Requested information and documents for incorporating a Sàrl in France:

• Company name.
• Place where the company will be domiciled.
• Business activity.
• Shareholders: name, address, date and place of birth as well as the first names and the surname of his spouse, in order to provide a renouncement by him of any right to the shares.
• Manager: name, address, date and place of birth. First name(s) (and surname of his father and mother). Copy of his passport.
• €1 capital is now possible.
• Percentage of the shares belonging to each shareholder.
• Proof of the deposit of the paid-up capital deposited in a bank account opened in the company name.
• Date on which the financial statements will be closed.

Share Capital requirements

• Sàrl €1.

Management requirements

Office holder or nationality requirements:

• Sàrl: 1 gérant (manager) who has to be an individual
• A citizen from a non EU requires a Carte de Commerçant Étranger or Merchant Card

Directors and the implications for Social Security

In a Sàrl the directors or gérants have to be individuals. - A foreign director of a French company is often automatically registered for French Social Security on incorporation, or on appointment; paying the contributions due for a self-employed person. Persons paying contributions in other EU countries, who are not residing in France, will not have to pay French Social Security.

Directors

A Director of a French Company is not generally held to be an employee in that particular capacity, instead he is held to be solely an officer of the company. The Manager of a company is called a Directeur. In legal terms the French word Directeur is not a translation of Director in the sense of a member of the Board of a Company. A Director would normally be translated as an an Administrator.

The importance of these linguistic distinctions flows from the fact that because an Administrateur is solely an officer of the company then he does not have a contract of employment with the Company and thus does not benefit from the extremely protective provisions for the employees of French Employment Law.

An Administrateur is generally able to be dismissed from his position without notice or compensation. In many cases, an Administrateur or Director of a French company might also have a contract of employment, but this would be considered at French Law to be totally separate from his role as an officer of the company.

Such a contract of employment would relate to a specific function without the role of Director and might for example be in his capacity as Financial Manager, Sales Manager or Personnel Manager, and this agreement would give the employee the full protection of French Employment Law provisions.

Company Names

There are registers for all the different 'départements' (local administrative areas), each of which is separate. A name, such as 'Hôtel de la Gare SàRL' could be used in duplicated in 100 different administrative areas. There are two further complications to name searches in France:

• The use of recognised trademark names, can mean that a company name, such as 'MacDonalds Hamburgers SàRL' may be accepted, but may prove impossible to use, because of trademark restrictions.
• Some local commercial courts may approve a name for incorporation, but may not register the approved names on the central register which we use.