Procedures

Draft the Articles of Incorporation

Preparation of the Articles of Incorporation is an important action, which may have legal or fiscal consequences and affect the manager's legal status. Therefore, it is recommended that you seek professional advice with respect to legal matters. In case of use of standard Articles of Incorporation, it is absolutely essential to take the time to read them carefully and to understand all clauses contained therein.

Appoint the manager

He may be appointed, either in the Articles of Incorporation, or in a separate legal instrument. The latter solution avoids having to modify the Articles of Incorporation whenever the manager is changed. In the appointment deed, specify his term of office, the extent of his powers...

Prepare a statement of actions carried out in the name of and on behalf of the company being formed

Until the company is officially registered with the Commercial Trade Register, it is not a legal entity and may therefore not make any commitments. During the formation period, you will however have expenses which must be met, or even contracts to sign. You will do this by signing "in the name of and on behalf of the .............. company presently being formed" and will record all of these commitments (signature of a lease, an employment contract, the purchase of equipment, etc... ) in a legal instrument which will be annexed to the Articles of Incorporation. The signature of the Articles of Incorporation by the partners will then be equivalent to assumption of these actions by the company.

Deposit the funds constituting the contributions in kind in a frozen account

The funds must be deposited, according to one of the choices indicated below, within 8 days of their reception:

- either in a bank,

- or in the Deposit and Consignment Office,

- or with a notary public.

They will be unfrozen upon presentation of the Kbis extract (a kind of company "identity card") and transferred to a bank account opened in the name of the company. As of this moment, you can dispose of these sums for the company's requirements.

Have 4 copies of the Articles of Incorporation registered

Where ? At the tax collection office where your company's registered office is located. They must have been dated and signed beforehand.

Publish a formation notification in a legal notice journal

This is a kind of "birthday announcement" of your company. You can obtain the list of qualified journals from the prefecture with jurisdiction over the place where your company is located.

File your complete file with the CFE

As of this moment, your company is in the process of being registered. It will exist officially on the day when it is officially registered with the Trade Register. A registration certificate (Kbis Extract) will be issued to you at this time.

Finally, remember to

- inform the Post Office of the existence of your company

- insure your company. For information relevant to insurance matters, contact the Centre de Documentation de la Fédération des sociétés d'assurance (FFSA), 26 boulevard Haussman, 75311 Paris cedex 09 - web site: www.ffsa.fr

- purchase and have the regulatory ledgers and registers initialed

- join an industrial medicine center if there are employees.

Costs: The expenses for setting up the company are generally comprised of:

- publication expenses (legal notice journal): around 150 euros

- expenses for registering the company with the Trade Register: approximately 130 euros

The formalities are much simpler and less expensive.

Liaison office

Registration is mandatory for all establishments (Decree n° 84-406 dated March 30th 1994 - Art. 1st 3°). The liaison office must therefore be registered with the Trade Register.

Sub-office

- File with the Commercial Court Clerk's Office, two up-to-date copies of the parent company's Articles of Incorporation, the registration application for the sub-office, the necessary diplomas or authorizations (regulated activity)... These documents must be certified true and translated into French.

- Request registration of the parent company with the Trade Register.

Time-period: within 15 days as of the opening of the sub-office.

Specify only the name, the legal form, the managers, as well as the registration references of the foreign parent company.

You must supply the certificate of deposit with the Clerk's Office of the Articles of Incorporation and the legal instrument justifying possession/use of the premises in which the sub-office is located (lease, domiciliation contract...).