France – SARL Company Registration

France Key points

• Time – 2 weeks to incorporate your company
• Directors – only one director of any nationality, is necessary for your Sàrl company
• Shareholders – only one shareholder is required
• Share Capital – the share capital requirement is only €1
• Support – using our 20 years experience we guide you throughout every step of the company formation process

Share Capital

Once the formation is completed and the company registration certificate is issued

A Sàrl usually adopts a closed structure, meaning that share transfers only occur between existing shareholders or with the unanimous permission thereof.

The minimum fixed share capital of a French Sàrl is rounded up to an amount which is easily divisible.

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Foreign Trader’s Card – Carte de Commerçant Étranger

The ‘carte de commerçant étranger’ is compulsory for those who hold directorships in a French company regardless of whether they reside in France or not. You can appoint anyone as gérant who are in the following categories:

• French citizens
• Those from a country which is a member of the OECD
• Those with long term or permanent residency in France. With a visa de long séjour

Director Information

A Director of a French Company is not generally held to be an employee in that particular capacity, instead he is held to be solely an officer of the company. The Manager of a company is called a Directeur. In legal terms the French word Directeur is not a translation of Director in the sense of a member of the Board of a Company.

The importance of these linguistic distinctions flows from the fact that because an Administrateur is solely an officer of the company then he does not have a contract of employment with the Company and thus does not benefit from the extremely protective provisions for the employees of French Employment Law.

An Administrateur is generally able to be dismissed from his position without notice or compensation. In many cases, an Administrateur or Director of a French company might also have a contract of employment, but this would be considered at French Law to be totally separate from his role as an officer of the company.

Such a contract of employment would relate to a specific function without the role of Director and might for example be in his capacity as Financial Manager, Sales Manager or Personnel Manager, and this agreement would give the employee the full protection of French Employment Law provisions.

The legal representative of a Sàrl company is called a Gérant; which is the equivalent of a director in other countries. You do not need to live in France to be a gérant of your company.

If you wish to appoint a gérant who is not a resident of an EU or OECD member state, this person needs to hold a merchant’s license or ‘carte de commerçant’. These can be obtained through a French consulate in your chosen director’s place of residence. This application is passed through the civil administration’s regional offices (the “préfecture”), that your company is registered.

We also need details of any criminal convictions or bankruptcies; which may be incompatible with holding the office of gérant.

Directors and Social Security

In a Sàrl the directors or gérants have to be individuals. A foreign director of a French company is often automatically registered for French Social Security on incorporation, or on appointment; paying the contributions due for a self-employed person. Persons paying contributions in other EU countries, who are not residing in France, will not have to pay French Social Security.

Shareholders

A minimum of one shareholder is required. For each shareholder we shall need the following information:

• Corporation – full registered name, trading name, registered office address, company registration number, name and title of legal representative of the company
• Individual – name, home address, profession, date and place of birth, nationality, marital status

It is not necessary that the shareholders be French, or reside in France.

Documents and Information

To incorporate your company in France we require the following:

• Your proposed company name
• Companies objects – a brief description of the intended business activities of your company
• A minimum of one director and one shareholder is required for a Sàrl
• The names and addresses of the directors and shareholders
• Copy of the passports of the directors and shareholders
• Details of the marital status of any shareholders, including names of spouse and parents
• Percentage of shares to each shareholder if more than one

Incorporating your French Sarl

• Check your company name with the Institut National de la Propriété Industrielle
• Due Dilligence and drafting of the company documents
• Bank Account Introduction and share capital deposit
• Company’s incorporation at the court
• Upon receipt of the Certificate of Incorporation (Kbis) the bank account is activated
• Liaising with Tax office to activate the VAT number

Regulations

All companies incorporated in France have to register for VAT, we can as part of the incorporation service register your company for VAT which can take up to 4 weeks.

Under new regulations, the appointment of a French Chartered Accountant is now compulsory as only French CPA can do eReturns for VAT and Annual Accounts.

All non EU residents are now required to apply for the government authorisation if they want to open a SARL in France, this includes applying for an extract of criminal record which needs to be officially translated into French by a certified translator.

Company Names

France is very liberal about which company names are allowed.

All départements in France have a register of company names and so most company names are allowed so long as it is not used by another company in the same département and so long as the name is not against public policy.

We will check your chosen company name with the the Register of the Commercial Courts and the Institut National de la Propriété Industrielle free of charge.

Director (Gérant)

• Only one director is required
• Directors may be of any nationality and may reside anywhere
• There is no requirement to appoint a local/resident director

Shareholders

• The minimum number of shareholders in an Sàrl is one
• Shareholders may be of any nationality and may reside anywhere
• Shareholders may be either individuals or corporate bodies
• No annual general meeting of shareholders, if less than 25 shareholders

Registered Office

A company in France must have a Registered Office, which we provide

alternatively

A written agreement by the owner of the property authorising the specific use of the address for the Registered Office of the company must be supplied to the French company registrar.