Many entrepreneurs choose theSole Proprietorship with Limited Liability (EURL). To create this structure, you need submit an application for registration in the Trade and Companies Register (RCS). A specific procedure is required and requires the completion of legal formalities. Entreprises-et-Droit presents the steps to register an EURL :
- Write the statutes,
- Block funds in a separate account,
- Assess contributions in kind,
- Establish the final statutes,
- Publish a legal notice of incorporation,
- Submit a registration request,
- Request the release of funds.
First step – Write draft rules of procedure for the EURL
The EURL is a commercial enterprise for which the preparation of rules is mandatory. The sole proprietor must first prepare draft statutes for the EURL where it determines, among other things:
- The name of the company (corporate name)
- Headquarters
- The specific activity performed
- The duration (usually 99 years but not necessarily)
- The amount of share capital (at least €1)
- The composition of capital contributions (cash, nature or industry)
- A possible option for corporation tax
- Etc
Le content of the statutes of an EURL is framed by the law. Mandatory provisions, for the most part, are defined by the Commercial Code. They must therefore be respected and none of the mandatory information should not be forgotten.
The draft statutes can be drafted from a model available in specialized publications (professional journals) or on a reliable website.
Step 2 – Pay the sums representing the cash contributions into a blocked account
When the sole shareholder undertakes to contribute a sum of money to his EURL, he makes a cash contribution. These funds will be taken into account to form the share capital.
The sole shareholder must release a fifth of the funds that he has promised (we speak of subscribed capital), ie 20%, with a bank, with a notary or at the deposit and consignment fund. There provision du rest, i.e. the remaining 80%, must occur on one or more occasions in the 5 years following the registration of the EURL.
Within 8 days of receipt of the funds, the EURL must request the opening of a special account opened in its name (“EURL in formation”). She will have to present her Kbis extract to obtain the release of cash contributions.
Step Three – Review In-Kind Contributions
The sole shareholder of an EURL also has the right toprovide goods other than a sum of money. It can be equipment, furniture, software, patents, brands... These are in-kind contributions. They contribute, like cash contributions, to the formation of social capital but must be evaluated.
The valuation carried out by the sole shareholder of an EURL is subject to the verification of a contribution commissioner unless :
- The cumulative value of the goods supplied does not exceed half of the share capital,
- And no property has a value greater than 30 euros.
An exemption from recourse to the CAA also exists for EURLs resulting from the transformation of a sole proprietorship (with conditions).
At the end of his mission, the contribution commissioner gives a investigation report which must be a mandatory appendix to the EURL statutes.
Step 4 – Complete and authenticate the EURL statutes
At this stage of the creation, the sole shareholder has all the data necessary to draft its final statutes. He knows the composition and valuation of capital contributions.
The sole shareholder can add optional clauses whose purpose is to:
- Specify the operation of the company (shareholder current account, opening and closing date of the accounting year),
- Anticipate the change of status of the company (modalities of transition to SARL and organization),
- Predict the consequences of his death...
Then he must futures the document and the signer. It contains the final statutes of the EURL.
Step 5 – Publish a legal notice of incorporation of an EURL
Once the articles of association have been signed by the sole shareholder (or by another person of his choice), the latter must write and distribute legal announcement of the foundation of an EURL. The distribution must be carried out in a newspaper of legal announcements (JAL) covering the department of the place of the registered office.
This creation message must contain several mandatory information and in particular the main characteristics of the EURL:
- Legal form, trade name, activity (summary), duration, registered office address,
- Last name, first name and address of the manager,
- Place of registration at the registry of the commercial court.
Step 6 – Submitting the EURL registration request
This is the last stage of steps of creation of an EURL. It involves registration application in the Trade and Companies Register (RCS). The request can be made through the business formalities center (CFE), directly with the registry of the commercial court or online on the infogreffe.fr website.
The company must provide, at that time, a dossier complete including a registration application form (“M0”) as well as the justificative documents following:
- A copy of the final statutes certified true and signed by the sole shareholder,
- A copy of the deed appointing the manager (if not named in the articles of association – the most frequent case),
- A copy of the manager's proof of identity, a sworn statement of non-conviction and a certificate of parentage,
- A copy of the contribution auditor's report (in the presence of contributions in kind),
- The certificate of publication of the legal announcement of creation,
- Proof of occupancy of the premises (commercial lease for example),
- And payment by check sent to the registry of the commercial court (price lower for sole proprietorships).
Step 7 – Obtain the EURL Kbis extract and release the funds
When the CFE receives the file, it carries out checks. In the event that parts are missing, he will send a courier to the company to provide them. If the file is complete, the Kbis extract will be issued.
This document allows you to request the release of funds from your bank, your notary or the Caisse des dépôts et consignations. These sums are transferred to a bank account which the company can use as it sees fit.
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