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

Company Law (en cours)

The registration of an SCA in the trade and companies register is required to confer upon it the attributes of legal personality . The company's  registration file must be submitted online at the single electronic business formalities portal , which forwards it to the registry of the competent court . Furthermore, the notice of incorporation of the SCA must be publicized through notices or announc …

Company registration

The registration of an SCA in the trade and companies register is required to confer upon it the attributes of legal personality . The company's  registration file must be submitted online at the single electronic business formalities portal , which forwards it to the registry of the competent court . Furthermore, the notice of incorporation of the SCA must be publicized through notices or announcements by insertion in the Official Bulletin of Civil and Commercial Announcements (BODACC) or in a medium authorized to receive legal announcements in the department of the registered office or in the Bulletin of Mandatory Legal Announcements .

The formalities for the incorporation of an SCA are carried out by one or more founders of the company who have the status of initial managers . They may authorize a third party to carry out the formalities, provided that the latter justifies their identity and presents a signed power of attorney .

In the event of the formation of the SCA with a public offering, the formalities provided for in Articles L. 225-2 and following of the Commercial Code also apply. The founders must publish in the Bulletin des annonces légales obligatoires (BALO) the notice referred to in Article L. 225-2, containing the information mentioned in Article R. 22-10-3 of the Commercial Code, which will be included in the prospectus and the documents informing the public of the share issuance. These must also briefly outline the founders' plans for the use of funds from the release of subscribed shares . The subscription of cash shares is recorded by a bulletin established under the conditions determined by Article R. 22-10-5. According to this text, the subscription bulletin must be dated and signed by the subscriber or their representative and indicate in full the number of subscribed securities. A free paper copy must be provided to them. The subscription bulletin states the corporate name of the company to be formed, followed if applicable by its acronym, its form, the amount of share capital to be subscribed, the intended address of the registered office, the corporate purpose, briefly indicated, the date and place of deposit of the draft articles of association, if applicable, the portion of capital to be subscribed in cash and that represented by contributions in kind, the terms of issuance of shares subscribed in cash, the name or corporate name and address of the person receiving the funds, the usual first name and domicile of the subscriber, and the number of securities subscribed by them, the mention of the delivery to the subscriber of a copy of the subscription bulletin, and the date of publication in the BALO of the notice provided for in Article R. 22-10-3. Articles L. 225-5 and R. 22-10-6 provide that the funds from cash subscriptions and the list of subscribers with the indication of the amounts paid by each must be deposited, on behalf of the company in formation and by the persons who received the funds, either at the Caisse des dépôts et consignations, with a notary, or with a credit institution or an intermediary mentioned in 2° to 7° of Article L. 542-1 of the Monetary and Financial Code, according to the indications in the notice. The deposit must be made within eight days from the receipt of the funds, unless they are received by the aforementioned credit institutions or intermediaries. Subscriptions and payments must be recorded by a certificate from the depositary, established at the time of the deposit of funds, upon presentation of the subscription bulletins . After the issuance of this certificate, the founders convene the subscribers in a constitutive general meeting in the forms and deadlines provided by Article R. 22-10.11. In the case of contributions in kind, one or more contribution auditors must be appointed to assess the value of these contributions and report to the general meeting . The voting rights and dividend rights of shares or share fractions issued in violation of the provisions relating to the formation of the company with a public offering are suspended until the situation is regularized . Any vote cast or dividend payment made during the suspension is null .

Regarding the elements to be declared for registration purposes, see Commercial Code, Art. R. 123-53 et seq.

Commercial Code, Art. L. 225-11-1, by reference to L. 226-1, para. 2.

Commercial Code, Art. R. 123-84, para. 1.

Company Law (en cours)

530. Company registration

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Les notions juridiques connexes

530. Company registration

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

Les notions juridiques connexes

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