- January 4, 2019
- Posted by: Editorial
- Category: Company types
Creating SARL and EURL businesses in France
The SARL and EURL, or the French equivalent of the Limited Liability Company, are some of the most popular company types in France. With their flexibility and safety, it’s easy to see why. However, because of the infamous French bureaucracy, actually creating one can quickly turn into a nightmare, especially if you don’t have experience doing it.
As such, here is everything you need to do to create your own SARL/EURL in France!
- Before defining the company by-laws
- Getting the by-laws adopted
- Registering the company
1- Before defining the company by-laws
Check whether the activity is regulated or not
This is an important step because if it is, you’ll have to make sure your company fulfills additional conditions. You may also be required to carry out specific procedures (application for a professional card, authorization, registration to a list or an order, etc.).
If you want to know if the activity is regulated, you should check one of the followings:
- the ” Activities and regulated professions ” section of the AFE website,
- professional organizations and unions,
- the Chamber of Commerce and Industry or Chamber of Crafts and Crafts,
- the departmental directorate in charge of the protection of populations (DDPP), the departmental directorate in charge of social cohesion and the protection of populations (DDCSPP) or the management of companies, competition, consumption, labor and employment (DIECCTE) in Overseas,
- economic action services of the prefecture.
Visit the Corporate Formalities Center (CFE)
The CFE must do quite a bit of paperwork for you. It has the task of centralizing the documents of the registration file and transmitting them to the various bodies involved in the creation of the company: The Urssaf, tax services, INSEE, Social Security for the self-employed (formerly RSI), etc.
The CFE branch that you must go to is located:
- to the chamber of commerce and industry within the jurisdiction of the company’s registered office if your activity is commercial, industrial or liberal
- to the chamber of merchants and crafts of the jurisdiction of the head office if your activity is craft or mixed (artisanal and commercial),
- to the chamber of agriculture of the jurisdiction of the head office if your activity is agricultural.
The CFE will give you the documents you need to fill in as well as the list of documents required to proceed with the registration of the company.
The CFE is also competent to receive requests for Accre (partial exemption from social charges).
If you want to benefit from this service, you have to file a specific application form for Accre. You can either filing the declaration of creation or takeover of the company, or within 45 days.
Note: if the spouse of the creator participates regularly in the activity, it will be necessary to declare to the CFE the option for one of the following statutes: collaborating spouse, employee or partner.
Doing an introductory internship in management:
- For Artisans:
An installation preparation course (SPI) of at least 30 hours is mandatory if you want to apply for registration in the Trade Directory (the cost of about 260 € may vary from a trades chamber and from crafts to another).
This course aims, through courses and practical work, to allow future leaders to know the conditions of their installation, the problems of financing, the techniques of forecasting and control of their exploitation, to measure the knowledge essential to the sustainability of their business and to inform them of the possibilities for continuing education adapted to their situation.
You may be exempted from this formation depending on your diplomas or experience.
Even in this case though, this internship remains available to the spouse and eventual family members.
- For traders
An introductory course in management is also offered to the creators of commercial or industrial companies, but it remains optional.
- Reimbursement of internship fees
In some cases, these courses can be paid back:
- If you are a job seeker, for example, Pôle Emploi (The French Employment Agency) can grant you Individual Training Assistance (AIF), after validation by your Pôle Emploi advisor.
However, remember that you need to ask to be reimbursed at least 15 days before the start of the internship.
- If you have to follow an SPI (Instalment Preparation Internship), the cost of this internship can be supported by your training council instituted at your regional chamber of trades and crafts.
Be careful! The request must be submitted at least 1 month before the start of the training.
Find an office
You can exercise your activity, or set up your office in:
- a specific room that he can rent or buy,
- a domiciliation company, in a nursery, …
- at home, under certain conditions.
Whatever your situation is, you will have to prove to the CFE that you do indeed use this office. (lease, contract of provision, sublease contract, domiciliation contract, etc).
You need to remember that setting up an office can be particularly tedious, time-consuming and expensive, though. You can always find help by visiting www.companow.com.
Choose a company name and, if applicable, a business name and a domain name
As a precaution, you should always check with the INPI (National Institute of Industrial Property) that the name chosen for your company is not already used by another company or has not been the subject of a trademark deposit.
If you want to create a website, it’s also worth your time to check that the domain name is available.
If there are any contributions in kin
The intervention of a contribution commissioner may be necessary.
You can always find a list of contribution commissioners from Trade Courts.
2- Getting the by-laws adopted
Write the By-laws
Establishing by-laws is an important act that can have legal and fiscal consequence. It can even influence the social status of the manager. As such, you should probably get a legal professional to look over what you’re doing.
If you use the standard by-laws, it is essential to take the time to read them carefully and to understand everything written.
Note: when creating an EURL led by the sole partner, a model of by-laws is provided free of charge by the center of formalities of companies or the registry of the commercial court that receives the application for registration of the society. These apply by default unless you define the by-laws yourself.
Deposit the funds constituting the contributions in cash on a blocked account
The contributions in cash (sums of money brought by the associates) must be deposited, within 8 days of their reception, either:
- on a bank account opened in the name of the company
- At the Caisse des Dépôts et Consignations
- At a notary.
Don’t worry though! These funds will be released and transferred to a current account opened in the name of the company as soon as you present the excerpt K-bis (extract recording the registration of the company in the Register of Commerce and Companies). From that moment on, the manager (s) will be able to freely use of these sums for the needs of the company.
Note: the mention of the deposit of funds must appear in the by-laws.
Proceed to the appointment of the manager
This can be done either in the by-laws or through a separate document, but in the second case, the by-laws won’t have to be modified each time the manager changes.
You should probably remember to write his remuneration and the duration of his term in the by-laws/separate act.
Establish a statement of acts performed in the name and on behalf of the company
Your company isn’t a legal entity until it is registered in the Trade and Commerce register As such, it can’t make any commitments.
However, that doesn’t mean you won’t have any expenses to make or contracts to sign. You can thus do that by signing “in the name and on behalf of the company (name of the company) in the course of training” and report all these commitments (signing a lease, a contract of employment, purchase of material etc.) in an act which will be annexed to the by-laws. The signing of the by-laws by the partners will then be taken by the company.
3- Registering the company
Once they’ve been signed, register the by-laws within one month
Since 1 July 2015, the registering the by-laws is no longer mandatory.
In some cases though, you still have to register them with the Service of Taxes of Companies (SIE):
- if the form of the act so requires, in application of article 635 of the CGI (Ex .: the act of incorporation of the company has the notarial form),
- if the act involves a particular transaction subject to registration (eg: sale of business assets, shares or shares).
Publish a notice of incorporation in a legal notice newspaper
It must indicate the name, the form, the object, the place of business, the duration, the capital of the company, the nature of the contributions, the names and addresses of the managers as well as the register of commerce and companies with which the company will be registered.
“Notice is given of the constitution of the SARL” AUTO-SCHOOL STONE “under the acronym” AEP “capital of 7,500 euros Head office: 52, rue de la République, 02700 TERGNIER. automotive
Duration: 99 years from registration in the CHAUNY trade and companies register. Manager: Mr. Pierre CHARPENTIER residing 7 rue Pasteur, 02300 CHAUNY, appointed for an indefinite period. ”
You can either turn to a newspaper specializing in legal announcements or a non-specialized newspaper authorized to publish such ads in the department.
For a list of these newspapers, you can contact the business formalities center or the prefecture.
Finish the paperwork for the creation of the company at the CFE
Once these steps have been completed, You have to:
- Either go to the CFE to file the complete file of his declaration of activity
The application form must include a number of supporting documents.
Be careful, though! The mentions indicated in the by-laws and in the application form must be exactly the same (eg if the statutes provide an acronym, make it appear on the form, etc.)!
Once the complete file has been filed, the CFE will soon give you a “Business Creation File Receipt” (RDDCE) including the mention “pending registration” and, possibly, the identification number of the company that the INSEE gave you. This RDDCE is valid until the notification of the registration of the company to the head of the enterprise or at most for 1 month from its issuance. It enables it to carry out the steps necessary to start up the company’s activity with public and private organizations (EDF, La Poste, etc.).
From this moment, the company is in the process of registration. It will be officially born on the day of its registration in the Trade and Companies Register.
Note: the CFE also plays the role of a one-stop shop and can receive all the applications for registration, authorization or declaration necessary to start certain activities, beyond the actual creation (ex: authorization of exercise, registration on professional registers, the declaration in town hall or prefecture related to the opening, etc.).
- Or declare your business online
The file sent electronically must contain:
- a digital form containing all the information declared,
- the digital or digitized documents to be provided (including the mandates given to carry out the formalities of the creation of the company) as well as the constituent authentic acts, except if they must be presented in original or in paper form,
- and, if applicable, a proof of payment of the additional costs incurred.
The CFE will give you an electronic acknowledgment of receipt as soon as the file is received.
The website www.guichet-entreprises.fr also makes it possible to carry out corporate reporting formalities online regardless of the activity carried out, and to carry out the requests for cards, authorizations, registration with a professional order, etc. in the context of the creation of a business engaged in certain regulated service activities.