FRANCE Law and Practice Contributed by: Véronique Millischer, Léna Sersiron, Eléonore d’Anthonay, Guillaume Nataf, Olivia Chriqui-Guiot, Pauline Celeyron, Damien Berruyer and Nella Picou, Baker McKenzie Paris
kind, in cash or in know-how for an SAS or SARL), the governance (including the appointment of the first legal representatives and/or statutory auditors, if any), the corporate purpose, the corporate name, etc) and the ancillary corporate documentation (eg, statement of parenthood and absence of convic - tions for each newly appointed legal representa - tive, ultimate beneficial owner form, etc); • obtaining the certificate confirming the deposit of the share capital ( certificat de dépôt des fonds ) issued by the depository bank or a notary; • gathering of the ancillary supporting documents (eg, ID/passport of the newly appointed legal representative(s), title for the registered address, corporate excerpt ( extrait Kbis )of the statutory auditors, if any, etc); • executing the articles of association and ancillary corporate documentation; • completing the dematerialised incorporation formalities, notably (i) publication in a French legal gazette • ( journal d ’ annonces légales ), (ii) publication in the French Official Gazette ( Bulletin officiel des annon - ces civiles et commerciales , or BODACC) and (iii) registration with the Trade and Companies Register and the French National Companies Register ( Reg- istre national des entreprises ); and • obtaining the incorporation extract ( extrait Kbis d ’ immatriculation ) from the clerk ( greffier ) of a French commercial court ( Tribunal de commerce ). The incorporation process generally takes approxi - mately two weeks from the filing of the incorporation application to the issuance of the company’s registra - tion extract. While the registration procedure is now largely digitalised, the filing can only be completed once all required corporate documents and support - ing materials have been duly executed and collected, which may prove time-consuming in practice. 3.3 Ongoing Reporting and Disclosure Obligations From a corporate standpoint, the main annual report - ing obligation of a French company is the drawing up, approval (within six months as from the end of the fiscal year (FY)) and publication of its annual financial statements.
In addition, French companies are subject to reporting and disclosure obligations when the following corpo - rate information is modified: • any information disclosed in the company’s com - mercial court register extract ( extrait Kbis ) (ie, the share capital, the legal representatives, the registered address or the statutory auditor of the company, etc); • any information included in the company’s articles of association; and/or • the ultimate beneficial owner of a company. 3.4 Management Structures The SAS is the most flexible form of company in France, notably with respect to its governance. The FCC only requires one mandatory legal repre - sentative in the SAS: the president of the company ( président ). The president may be a natural or juristic person and is vested by law with the broadest pow - ers to bind and represent the company vis-à-vis third parties in all circumstances, within the limits of its cor - porate purpose. In addition to the president, the articles of association may allow for (i) the appointment of one or several general managers ( directeurs généraux ) or delegate general managers ( directeurs généraux délégués ), the powers of which shall be provided in the articles of association (in practice, they are often vested with the same individual powers as the president) and/or (ii) the setting up of a collective body (such as a board, man - agement committee, strategic committee, supervisory committee, etc), the composition and powers of which shall be determined in the articles of association. 3.5 Directors’, Officers’ and Shareholders’ Liability Civil Liability of Directors and Officers Directors and officers may incur civil liability towards the company, its shareholders, or third parties: • Towards the company : Directors and officers may incur civil liability essentially on account of viola - tions of the laws or regulations applicable to the company or of its articles of association, or in case of tortious or negligent acts of management. A
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