Many foreign companies would like to invest in France and to create a French company, like a simplified joint stock company (SAS) but finally abort their project by a lack of knowledge.

In this note we have tried to make a short presentation of the process and the different formalities that a foreign company should follow in order to incorporate a SAS in France.

We hope that this will help you to organize your future project of investment in France and we stay at your entire disposal to help you in the creation and future development.

1.     Think precisely of your project

Before proceeding to the incorporation of your French company, you must have clear ideas of your project that could be specified and detailed if needed with a specialised lawyer, on:

–        A corporate name, corporate purpose and if different, a commercial name ;

–        A registered office (local of the company or domiciliation in an agency);

–        The duration (shall not exceed 99 years);

–        A share capital (only half of the minimum share capital need be paid in upon subscription; the remainder can be paid in over the ensuing five years):

–        The number and nominal value of the shares and their allocation among the shareholders;

–        The name of the founder of the Company (in charge of the collection of the funds paid by the future shareholders and of the deposit of these funds with a bank);

–        The President: name, individual or legal entity, duration of mandate, limitation of powers, …;

–        The name and address of the bank which will receive the funds.

–        The beginning and close date of the fiscal year and closing date

 

2.     Write a draft of commercial lease and by-laws

Having thought of these elements, the next step is to appoint a lawyer to draft a commercial lease and by-laws in order to open a bank account in France.

 

Please also note that a copy of the commercial lease or office contract will also be asked by the Commercial Registrar as a justification of the regular occupation of the registered office of your company.

3.     Finalize and the documents of the company

Now that all ideas are clear in your mind (and in your lawyer’s mind) about your company, and that you have started the first formalities, it is time to finalise all the documents of your tailor-made company:

–        Finalize your by-laws;

–        Appoint your President;

–        Appoint you Auditor (if necessary).

4.     Deposit the funds with the bank

Then, you have to deposit the funds constituting the cash contributions of each shareholder in an escrow account either in a bank located in France, at the Caisse des Dépôts et des Consignations (CDC), or by a notary.

Funds will be released upon presentation by the legal representative of the extract of the registration of your company issued by the Registrar, and transferred to the account opened in the name of company.

5.     Required formalities

The following steps need to be strictly fulfilled to proceed to the incorporation of your French Company within the Commercial and Corporate Registry:

–        Signature of the by-laws together with the Annex attached to them;

–        Registration of the by-laws with the local tax authorities within one month of execution;

–        Publication in a legal newspaper;

–        Filing with the Commercial and Corporate Registry of the following documents:

  • Two originals of the by-laws together with the Annex attached to them;
  • Two originals of the list of the subscribers and two originals of the certificate of the depositary of the funds;
  • An original or certified copy of the document relating to the premises (lease agreement or title deed);
  • When needed, an original of the power of attorney authorizing us to carry out the formalities relating to the incorporation;
  • The documents relating to the President (declaration of non-conviction and copy of his identity card or passport or resident card or foreign merchant card and the other relevant documents in case of a legal entity);
  • The documents relating to the Auditors (to be confirmed): a letter of acceptance of their duties together with a certificate of registration (“attestation d’inscription”); Also if the Auditors are legal entities, a k-bis extract issued less than three months ago;
  • Form M0 (request for incorporation with the Commercial and Corporate Registry).

If you have followed all this process, your company should be correctly incorporated in France. However, we strongly advise you to ask the expertise of a specialised lawyer to proceed to such incorporation. We would be delighted to advise you in this process in order to help you in the creation of a tailor-made company and to guarantee the success of your company in France.

Benoît LAFOURCADE

Co-Founder, Partner & Solicitor -
International Corporate Law & Litigation

Benoît, Delcade’s co-founder, is a Paris Bar lawyer and UK Solicitor (London).

Advisor for various embassies, working closely with the firm's team, Benoît offers his services to French and foreign companies requiring cross-cutting strategic and legal support in business law.

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