Which companies need to be registered?
The purpose of registration is to legalize a company's activities. It gives the company a legal existence. Registration is compulsory for all companies and sole proprietorships engaged in commercial activities. This obligation applies to sole proprietorships (EI, micro-enterprises), as well as to companies in their various forms (SAS, SARL, SA, SASU, EURL...).
Only auto-entrepreneurs running a non-commercial business and commercial agents registered with the RSAC (Registre Spécial des Agents Commerciaux) are exempt from registration.
Company registration: prerequisites
Have you already carried out your market study, drawn up a business plan and started fund-raising? Congratulations! You've reached your goal. You're just one step away from giving your business a legal existence. But before you can begin the process of registering your company, there are a few preliminary steps you'll need to take.
Choice of legal form
The choice of legal form is a crucial decision in the life of a future company. This choice not only affects the administrative simplicity of the steps to be taken, but also major issues such as the social status of the manager and the company's tax regime. There are 2 categories of business legal form. On the one hand, there are companies (SARL, SAS and more rarely SA, SNC...) and, on the other, sole proprietorships (EI, auto-entrepreneur scheme) and single-person companies (EURL and SASU).
The first criterion for deciding which option to choose is the number of partners. If there are several of you, you'll need to set up a company. If you're the only one carrying out your entrepreneurial project, you can choose betweensole proprietorship and one-person company status.
Other questions can help you narrow down your choice. Here are a few of them:
- Is there an asset to preserve?
- Are you planning any immediate or future tax, financial or legal arrangements?
- Do you earn a salary or dividends?
- Which tax regime do you want to apply?
- How will you manage and control your company?
To help you make the right choice, here is a summary of the essential features of the different legal forms.
- EI (Entrepreneur individuel)
There are no requirements in terms of number of partners or capital contribution. Partners' financial liability is limited to their business assets, and profits are taxed under the income tax system. However, it is possible to opt for the corporate income tax system.
- EURL (limited liability company)
It has free contribution requirements and admits only 1 partner. The entrepreneur's financial liability is limited to the amount of the contributions, and profits are taxable under either the income tax or corporation tax regime.
- SASU (single-member simplified joint-stock company)
It is free to set contribution requirements and admits only 1 partner. Its tax regime and the financial liability of its partners are similar to those of the EURL.
- SARL (limited liability company)
It admits between 2 and 100 associates. Its share capital is unrestricted, and associates' financial liability is limited to the amount of their contributions. Profits are subject to corporate income tax, with a possible option for income tax.
- SAS (simplified joint-stock company)
It has a minimum of 2 partners and free share capital. It has the same characteristics as the SARL in terms of partners' financial responsibility and taxation.
- SCS (Limited partnership)
The amount of share capital is unrestricted, and there is a minimum of 2 partners (1 limited partner and 1 general partner). Limited partners are jointly and severally liable for all company debts. For their part, the general partners are liable up to the limit of their contributions. Profits are subject to income tax, with the option of corporate income tax.
Its share capital is €37,000 , and it admits a minimum of 2 associates if it is not listed on the stock exchange, and a minimum of 7 if it is listed. Partners' financial liability is limited to the amount of their contributions. The company is subject to corporate income tax, with a possible option for income tax.
- SNC (General partnership)
It has unrestricted share capital and a minimum of 2 partners. These partners are subject to income tax, and are jointly and severally liable for the company's debts to the full extent of their personal assets.
- SCA (limited partnership with shares)
It has a share capital of €37,000 (€225,000 in the event of a public offering of shares) and a minimum of 4 partners (1 general partner and 3 limited partners). Limited partners are liable up to the amount of their contributions, while general partners are jointly and severally liable for the company's debts. The company is subject to corporate income tax.
As of February 16, 2022, the EIRL is no longer among the possible choices of legal form.
Drafting by-laws
Your company's Articles of Association are like an "instruction manual". They define the company's mode of operation and establish the relationships between the partners themselves and with third parties. They are a legal document that can be drawn up either by an individual or by a notary.
To be valid, the articles of association must contain the following information:
- company name
- legal form
- company address
- life span
- name and address of directors
- corporate purpose (a statement of activities)
- amount of share capital
- the contributions of each partner
Forming and depositing share capital
When it comes to setting up a business, capital contributions are essential. They serve to finance the company's activities, reassure partners, facilitate access to bank loans and share decision-making power. These contributions can be in kind, in industry or in cash. However, only cash contributions are subject to deposit. Capital is deposited either in an escrow account with a bank, or with a notary.
Company address
When a company is set up, it must declare a physical address for its registered office. This serves as the company'stax, legal and administrativeaddress. It may differ from the business address. As domiciliation plays an important role in corporate strategy, it can be a good idea to have a prestigious address for your head office. If this is your case, you can choose a prestigious address by signing a domiciliation contract.
Publication of a notice of incorporation in a legal gazette
The purpose of publishing a notice of incorporation is to inform third parties of your company's existence. It must be published in an authorized legal gazette in the département where your company's head office is located.
What does the file contain?
The registration application file is digital and must contain the following documents:
- a company incorporation form (to be completed online)
- a certificate of deposit of share capital
- a certificate or proof of address for the company
- a dated, signed and initialled copy of the company's articles of association
- A copy of the published legal announcement or a certificate of publication in a legal gazette
- a declaration of non-conviction and filiation, dated and signed by the director, and a copy of his or her identity card
Once you've sent in your complete application, you'll receive a business start-up receipt marked "Pending registration". While waiting to receive notification of your company's registration, you can use this receipt to deal with private and public bodies. The maximum period for confirmation of registration isone month, after which you will receive a Kbis extract. This is like an identity card for your company. It contains all the information needed to identify your company, including the SIREN number and APE code.
Where can you register your company?
In the past, registration applications were submitted to CFEs and by post to the clerk of the Commercial Court responsible for the company's registered office. As of January 1, 2023, registration will no longer be carried out via these channels. Registration is now carried out online at the company formalities counter. This counter is responsible for registering companies in the Trade and Companies Register (RCS) and the National Company Register (RNE).
Is it possible to start certain procedures before registration?
Are you an entrepreneur running a commercial business? You're probably wondering whether it's possible to carry out commercial acts such as entering into agreements with suppliers or opening a power line before your company is registered. As soon as your articles of association have been drawn up and signed, or your cash contributions deposited, you can consider your company to be in formation. You are free to carry out certain commercial acts before your company is actually registered. Bear in mind, however, that these acts are not binding on the company, since it does not yet have a legal personality. Only you and your business contacts are responsible for them.
And if you're going to sign deeds before registration, you need to take certain precautions.
- All documents relating to these deeds must bear the words "company in the process of formation".
- You are also required to mention all deeds carried out on behalf of the company in an appendix to the bylaws, setting out the procedures for taking over these deeds.
How much does it cost to register a company?
The cost of registering a company is free for micro-businesses, and varies from €37.45 to €200 for all other types of business. You will have to pay an additional €15 for double RNE registration in the artisan category. You'll also need to take into account such items as the cost of professional accompaniment, the cost of company domiciliation if you have opted for this option, and the cost of legal announcements.
Some useful resources
Here are a few resources to help you in your entrepreneurial endeavors before, during and after registration:
- the URSSAF simulator for clear guidance on choosing your legal status
- the Chambers of Commerce and Industry, for invaluable advice on all your online procedures
- the Bpifrance website, for support throughout the life of your business (forms to fill in, cost of procedures, expert advice on various subjects...).
