The following text gives a detailed summary of the bureaucratic and legal hurdles an entrepreneur needs to overcome in order to incorporate and register a new firm in France. It outlines the steps involved in establishing a commercial or industrial firm with up to 50 employees and start-up capital of 10 times the economy’s per-capita gross national income (GNI).
1. Check name for uniqueness with the Institut National de la Propriété Industrielle (INPI)
Even though it is not legally mandatory to check the intended company name for uniqueness before registering a company, this step is included because legal outcomes may follow if this procedure is excluded. If the name is not checked and verified, the company / business is at risk of a lawsuit by another company. The company name can be checked online, and a summary check is free, but fees are incurred for copies of trademark filings found. An optional search of similar trademarks can be undertaken. These incur fees of EUR 40 for one class and EUR 400 for all classes.
2. Deposit the initial capital
It is a requirement that the initial capital be deposited with a notary public, the bank, or the Deposit and Consignment Office (Caisse des Dépôt), within 8 days of the collection of all funds. For the duration of the registration period, the initial capital is blocked, and then released once a K-bis form is presented.
3. Publish a notice of incorporation of the company
The notice of incorporation of the company is required to give the name of the company and its manager (gérant), share capital and registered office. The founder needs only a letter from the legal journal outlining the planned publication. The publication fee incurs a fee of EUR 5.20 a line for 40 characters, and dependent on the notice length and layout, the fee can vary from EUR 150 to EUR 300.
4. File a request for a company’s registration with the Centre de Formalités des Entreprises (CFE)
The Centre de Formalités des Entreprises (CFE) deals with all matters relating to the trade register in the court (RCS, Tribunal de Commerce), tax authorities (Centre des Impôts), statistics (INSEE), labor (Direction Departemental du Travail et de L’emploi), social security (URSSAF), health insurance (Caisse regionale D’assurance Maladie), unemployment insurance, pension, Employment Pole (Pole Emploi), and similar organizations. Included in this is the company bylaws registration with the tax office. Documents which must be filed in a single file include: Company articles of association and bylaws, lease, attestation of receipt of funds, documents concerning the manager, ad hoc forms, evidence of publication, and so on. After receipt of the request, the CFE is required to process the documents and send them to the respective offices and authorities. The CFE is given 15 days to return the documents for completion, if the request is incomplete. The information is entered automatically by the CFE in the Registre Nationale des Entreprise (Répertoire SIRENE). The CFE then receives identification numbers from the RNE: numero SIRENE (Systéme Informatique pour le Répertoire des Entreprises), numero NAF (Nomenclature des Activitees Francaises) and numero SIRET (Systéme Informatique pour le Répertoire des Etablissements). The tax authorities use the SIRET, amongst other things.
The Dutreil Law, the CFE or the Commercial Registry can deliver company creation receipt (récepissé de creation d’entreprise) once they have obtained the documents. This allows the company to begin operations without having to wait for its RCS number.
Although, the principle of electronic company registration was enforced by Law 2003-721 (August 1, 2003) and implemented under Decree No. 2005-77 (February 1, 2005), a hard copy file is also still a requirement. The founder has the option to file either with the CFE or directly with the Companies Registry (greffe), which subsequently files the documents with the CFE on the company’s behalf, as of Decree No. 2006-679 of June 9, 2006. This option costs less because the CFE service fees are not included. However, the company’s bylaws must be registered with the tax administration in person, by the founder.
5. Buy company books (minute books, inventory books, ledgers). Have company books initialed and stamped by the clerk of the commercial court
Special accounting company books which have numbered pages / numbered sheets need to be bought from the court or specialized stores, both of which must be certified by the Commercial Court. The certification is made only once (when the company is incorporated), if a book with numbered pages is used, and where numbered sheets are used, the certification must be made for the minutes of shareholders’ meeting. For practical reasons books are often used, because if an accounting book is used, the certification needs to be made once each fiscal year. It is possible to have an electronic minute book, provided that the steps to draft the document is secured (to avoid document modification once it is drafted). This action is not often used because a secured procedure has not been clearly determined and the commercial court certification is more intricate in that case. After the company begins its operation, it is possible to obtain the book later.