Many procedures must be followed to create an EURL: find a location, find a name, appoint a commissioner of contributions, draft the articles of association, publish a notice of creation of a business and submit an application for registration. Foundation-company-ricard here gives you the details and answers the question: How to set up an EURL ?
In practice, here are the steps to establish a EURL :
- Check the conditions necessary for the constitution of the EURL
- Choose the name of the EURL
- Domiciling the EURL or finding a registered office
- Determine the duration of the EURL
- Set the amount of contributions to the EURL
- Write the statutes of the EURL
- Publish a EURL creation notice in a special journal
- Submit a creation dossier to the CFE
Many formalities must be completed for start an EURL : find a place of establishment, choose a name, appoint a commissioner of contributions, draft articles of association, publish a notice of creation of a company and submit an application for registration. Foundation-company-ricard details them here and answers the question: How to create an EURL ?
Concretely, here are the steps which make it possible to carry out the creation of an EURL :
- Check that the conditions required to launch the EURL are met
- Choose the name of the EURL
- Domiciling the EURL or finding a registered office
- Fix the duration of the EURL
- Determine the amount of contributions to the EURL
- Write EURL statutes
- Publish a EURL creation notice in a special journal
- Submit a creation dossier to the CFE
Many steps must be carried out for set up an EURL : domiciling the company, finding a corporate name, appointing a contributions auditor, drafting articles of association, publishing a notice of creation of a company and filing an application for registration. Foundation-company-ricard details them here and answers the question: How to set up an EURL ?
In fact, here are steps necessary for set up an EURL :
- Check that the conditions required to create the EURL are met
- Choose the name of the EURL
- Domiciling the EURL or finding a registered office
- Fix the duration of the EURL
- Determine the amount of contributions to the EURL
- Write EURL statutes
- Publish a EURL creation notice in a special journal
- Submit a creation dossier to the CFE
Verify that all requirements to create the EURL are met
Generally, anyone can become the sole partner of an EURL, whatever their nationality or age (exceptions exist, in particular for non-emancipated minors or persons under safeguard). Moreover, no incapacity prevents you from becoming a partner of an EURL.
However, specific conditions may apply in the event of the exercise of a regulated activity and in particular those relating to a diploma or a professional qualification. Permission may sometimes be required.
Select the commercial name of the EURL
A EURL must have a trade name allowing it to be identified. It is recommended to check with the INPI (National Institute of Industrial Property) that this name is not already taken or is not under protection. It is also possible to protect it in turn in the same way.
Find a head office for the EURL
For theEURL, it is necessary to select a the head office. It is possible to determine this, provided that certain conditions are met, at the manager's home or in another rented or purchased premises. When it is not authorized by legislation or contractual clauses, it is possible for a limited period of 5 years from registration. It is also possible to use a domiciliation company or a business incubator.
Anyway, it is necessary to provide a proof of regular use of the premises (with a rent receipt, a copy of the commercial lease, a copy of the domiciliation contract, an electricity bill, etc.).
Fix the longevity of the EURL
The uniqueness of the partner must define the lifetime of its EURL. Usually this takes the form of a series of years. In this case, it cannot go beyond 99 years.
The Law provides for the possibility of its renewal. However, this extension cannot take place automatically. It is up to the sole shareholder to take the decision to continue the activity of the company or to stop it on the arrival of the deadline.
The partner can also determine an expiry date for his EURL (calendar date). He also has the possibility of deciding that the firm will disappear during the occurrence of a predefined event.
Estimate the amount of contributions from the EURL
To create the share capital of your EURL, the sole shareholder must provide contributions. There are three types of contributions:
- the cash contributions : this consists of paying a sum of money which will be added to the share capital and will be used, among other things, to constitute the initial working capital;
- the contributions in kind : here, the partner provides a good (equipment, vehicle, building) whose value is incorporated into the capital and that the EURL can use;
- And the contributions to industry : this type of contribution is rare because it corresponds to the provision of its EURL of the skills or special services of the partner (it does not enter into the share capital).
Contributions in kind must be subject to an estimate by the sole shareholder. This assessment must be validated by a contribution auditor, unless:
- No contribution in kind exceeds €30 and the sum of all contributions in kind is less than half of the share capital;
- Or if the sole partner already owned a sole proprietorship or an EIRL before creating his EURL and the item he contributes appeared on the balance sheet of his last financial year.
In the event of exemption from recourse to a contribution auditor or if the value of the contributions is overestimated, the sole shareholder is liable, vis-à-vis third parties and for 5 years, for the value attributed.
Finally, contributions in cash must be placed with a bank, with a notary or at the deposit and consignment fund (a special mention must be inserted in the articles of association).
Drafting of EURL statutes
The sole shareholder must write EURL statutes including the necessary information gathered in statutory clauses :
- Legal type (single-member LLC),
- La EURL sustainability,
- THEcommercial object,
- The name of the company,
- Registered Address,
- Amount of the capital amount and, if necessary, its variability,
- Assessment of contributions in kind potentials (one by one),
- Deposit of funds related to cash contributions to the EURL,
- Procedures for subscribing to shares remunerating a contribution to industry,
- Distribution and release of shares,
- Option for the corporate tax system (by default, an EURL is subject to income tax).
The statutes may also contain optional provisions related:
- At the appointment of the manager of the EURL (it is better to designate it in a separate act),
- The operation of the partner current account,
- At the opening and closing dates of the accounting year,
- The procedures for moving from the EURL to the multi-personal SARL,
- Or even upon the death of the sole shareholder.
An inventory of the acts carried out in the name and in favor of the company being formed can be drawn up so that the acts signed by the sole shareholder during the business creation phase are taken over by the company.
Once completed, the statutes must be signed. Registration within one month of their signature with the business tax service is no longer necessary since July 1, 2016.
Declare the formation of an EURL in a journal of legal announcements
The sole shareholder must inform third parties of the establishment of his Single-Person Limited Liability Company (EURL). To this end, a legal announcement of the creation of EURL must be published in a newspaper of legal announcements (JAL) with specific mentions:
- Method of drafting the articles of association (notarial deed or written under private signature) and date of signature;
- Company name;
- Legal status ;
- Amount of share capital;
- Registered Address ;
- Corporate purpose (concise summary of the corporate purpose);
- Duration ;
- Last name, first name and domicile of the manager;
- Registry of the court where the company which will carry out the registration of the EURL.
Submit the registration file to the CFE
This is the last step to create an EURL. It is about bringing together many vouchers and submit them to the registry of the commercial court or to the business formalities center (CFE) in order to claim the declaration of registration of the society :
- A copy of the articles of association signed by the sole proprietor,
- A copy of the deed appointing the manager (if his appointment is not provided for in the articles of association),
- A copy of the manager's identity document (passport, identity card, residence permit),
- A copy of the auditor's report (if applicable),
- A completed and signed M0 form,
- A certificate of publication in a newspaper of legal announcements,
- A proof of the occupation of the premises,
- A sworn statement of the lack of conviction of the leader,
- A certificate of parentage,
- And a check for the payment of the formalities payable to the registry of the commercial court.
The demand forEURL registration can also be done online. Once the complete file has been submitted to the CFE, the latter issues a receipt for the business creation file, and finally a K-bis extract.
