All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

The signing of the articles of association officially marks the formation of the company. It is from this moment that the company contract, which governs the relations between the partners, comes into existence, even though the company only acquires legal personality upon registration. Once the articles of association have been signed, a number of formalities, some purely administrative, must be c …

Formalities for public notice

The signing of the articles of association officially marks the formation of the company. It is from this moment that the company contract, which governs the relations between the partners, comes into existence, even though the company only acquires legal personality upon registration. Once the articles of association have been signed, a number of formalities, some purely administrative, must be completed.

Among these, the registration of the articles of association is primarily a tax formality required only when the constitutive act has been executed before a notary or involves the transfer of real estate or a business. In these cases, failing to timely inform the tax and social services of the company's creation constitutes a management fault that exposes the manager to a liability for the shortfall in assets .

It is also necessary to insert a notice in a legal announcements journal of the geographical département where the company's registered office is located, providing the essential characteristics of the articles of association .

The registration of the company is also required. The registration file contains a number of declarations concerning the company, the partners and managers, its activity...  to which must be attached the constitutive acts intended for the court . When the documents filed at the time of incorporation are subsequently modified, Article R. 123-105 of the Commercial Code requires the partners to file the acts, deliberations, or decisions modifying these documents within one month from their date. Article L. 123-5-1 of the same code ensures compliance with this obligation by allowing any interested party or the public prosecutor to initiate an action to compel the manager of a legal entity to file the documents provided for in Article R. 123-105. According to the Court of Cassation, the exercise of this action cannot be subject to the five-year prescription period provided for by Article 2224 of the Civil Code, as the need to inform third parties, ensured by the obligation to file the documents in question, persists throughout the company's existence .

Previously, the filing of the registration application was done with the competent business formalities center (centre de formalités des entreprises - CFE). With the establishment of a single electronic window by the Pacte Law  and the creation of a national business register (registre national des entreprises - RNE) by the ordinance of 15 September 2021, with which all companies must now be registered, regardless of their activity, the founding partners now benefit from a single electronic window , responsible for transmitting the documents to the registry of the commercial court, which maintains the trade and companies register, and to the RNE .

No registration deadline is imposed on the directors, who nevertheless have an interest in completing this formality as soon as possible so that the company acquires legal personality. Providing, in bad faith, inaccurate or incomplete information for the purpose of registration, modification of its status, or removal from the national business register is punishable by a fine of 4,500 euros and imprisonment for six months. A partner in a company subject to the registration requirement has an interest in bringing the matter before the judge responsible for overseeing the commercial and companies register to have inaccurate declarations mentioned in the register corrected .

The clerk finally proceeds with the insertion of a notice in the BODACC (official bulletin of civil and commercial notices) within eight days of the company's registration. It is at this stage that the company receives its “birth certificate extract,” commonly known as the “Kbis”.

Cass. com., 15 February 2011, LawLex202100001712JBJ.

Decree 78-704 of 3 July 1978 concerning the application of Law No 78-9 of 4 January 1978 amending Title IX of Book III of the Civil Code, OJ 7 July 1978.

Commercial Code, Art. R. 123-7, R. 123-8, and R. 123-103.

Cass. com., 25 January 2023, LawLex202300001642JBJ.

Law No 2019-486 of 22 May 2019 on the growth and transformation of undertakings.

Commercial Code, Art. L. 123-50 and R. 123-288.

The information and documents that must be registered or filed with the RNE are mostly identical to those filed with the RCS by companies. However, additional information must be provided. Article R. 123-253 of the Commercial Code thus requires specifying the telephone and electronic contact details of: the executives (managers, presidents, chief executive officers, deputy chief executive officers, members of the management board, chairman of the management board or sole chief executive officer, partners and third parties with the power to direct, manage, or habitually commit, directors, chairman of the board of directors, chairman of the supervisory board, members of the supervisory board) and partners with unlimited or unlimited and joint liability for the company's debts. Article R. 123-252 also requires that the domain name of the company's website be mentioned.

Cass. com., 9 September 2020, LawLex202200004058JBJ.

Company Law (en cours)

34. Formalities for public notice

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

34. Formalities for public notice

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise