France - Sàrl Company Registration

Company Type	Time to Incorporate	Cost
Sàrl	3 weeks	£3060

Share Capital

Once the formation is completed and the company registration certificateis issued then the percentage shareholdings of each of the shareholderscan be decided.

A Sàrl usually adopts a closed structure, meaning that share transfers only occur between existing shareholders or with the unanimous permission thereof. In the event of a transfer of shares to a third party, all shareholders must be in agreeance.

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 or 800 shares at €10.

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

Foreign Trader's Card (Carte de Commerçant Étranger)

The "carte de commerçant étranger" is compulsory for those who holddirectorships in a French company regardless of whether they reside inFrance or not. You can appoint anyone as gérant who are in the following catagories:

• French citizens.
• Those from a country which is a member of the OECD.
• Those with long term or permanent residency in France. With a visa de long séjour.

Director Information

A Director/Gérant 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/Gérant 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.

The legal representative of a Sàrl company is called a Gérant; which is the equivalent of a director in other countries. You do not need to live in France to be a gérant of your company.

If you wish to appoint a gérant who is not a resident of an EU or OECD member state, this person needs to hold a merchant's license or "carte de commerçant". These can be obtained through a French consulate in your chosen director's place of residence. This application is passed through the civil administration's regional offices (the "préfecture"), that your company is registered.

We also need details of any criminal convictions or bankruptcies; which may be incompatible with holding the office of gérant. A nominee gérant is not allowed in a French company.

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.

Shareholders

The minimum number of shareholders in an Sàrl is one and they may be either an individual or corporate body. 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 details

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

Sàrl Requirements

Requested information and documents for incorporating a Sàrl in France:

• Company name.
• Place where the company will be domiciled (registered office).
• Business activity.
• Director: name, address, date and place of birth. First name(s) (surname of his father and mother). Copy of his passport.
• 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.
• €1 capital
• 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.

Incorporation Fees

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