Incorporation Requirements

Registration Requirements

Bylaws and regulations and address. Also the deposit of share capital in a bank is required during the incorporation process, and certification by the Directors/Managers, that they have not been barred from acting as Directors.

Capital requirements

Minimum amounts, types of capital, limits of shareholders liability:

  • SÀRL €7,500.
  • SA €37,000 The minimum capital that must be paid in at registration at 50% of the face value of shares.

Management requirements

Types of office holder or nationality requirements:

  • SÀRL: 1 Gérant (a Manager) who has to be an individual.
  • SA: 3 Directors of whom 1 PCA (Chairman); 7 shareholders (4 plus the 3 Directors).
  • SAS: 1 President (can be a company) – Possibility to have a Vice-President also.
  • SNC: 1 Gérant (shareholder or company). · Société Civile: 1 Gérant (shareholder or company).
  • When of non-European Economic Area nationality, the Chairman - or Directeur General, Director, President or Gérant has to obtain a Carte de commerçant étranger - foreign Merchant Card, unless the person is a French resident.

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, although the method of dismissal should not be vexatious. 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.