When several people want set up an LLC, they must fulfill certain legal procedures. In particular, the main characteristics of the company should be identified (name, registered office, capital, etc.). Then it is necessary to comply with several tasks: draw up articles of association, publish an official announcement and apply for registration of the LLC. Foundation-company-ricard exposes, in this file, the steps to follow for creation of an LLC ; notably :
- Verify compliance with prerequisites
- Choice of a corporate name for the SARL
- Selection of a registered office for the SARL
- Determination of the duration of the SARL
- Summary of contributions made by partners
- Drafting of the statutes of the LLC
- Publication of a legal notice of incorporation in a newspaper
- Submission of a registration application
Control the meeting of some preliminary criteria for the formation of the SARL
Most people can become a partner of an LLC. There is:
- Only very few restrictions to keep in mind (age, nationality…),
- No limitation prohibiting the possibility of becoming a partner of an LLC.
However, some fragile individuals benefit from a protected. This is particularly the case for non-emancipated minors or persons placed under guardianship, curatorship, etc.
In practice, theperformance of a regulated activity may impose additional conditions to be fulfilled, in particular:
- The possession of a diploma or an accreditation,
- Enrollment in a particular institution,
- Etc
Select a trade name for the SARL
All companies are distinguished by their properties and in particular by their title. A SARL must therefore determine a tradename.
There are few prohibitions and rules in this regard. However, the SARL must first check that the name it wishes to use is:
- Legit (in accordance with good morals and public order),
- Available (not protected by a deposit with the INPI).
The terms used must not mislead. Thus, if a SARL does not meet the conditions for carrying out a regulated activity, it will not be able to use the words related to it.
The company may, if it wishes, protect the name it has selected.
Find the registered office for the SARL
LLC needsonly one administrative address which serves as its registered office. This fulfills all the legal characteristics of the SARL. Moreover, the registered office of an LLC is not necessarily located in the same place as the main activity of the company. It can be premises owned by the SARL, a rental, or even an establishment made available to it (for example, at the manager's).
In the incorporation file, the SARL must provide proof to prove that it regularly occupies its registered office.
Set the life of the SARL
The members of a SARL must define the longer term, in which they wish to set up their company. Typically, it is established in number of years. It cannot, as such, exceed 99 years.
However, it could be otherwise. The members can, in effect, predict that society will collapse:
- On the day of a specific date,
- During a pre-determined event...
The duration can be renewed, but the extension cannot occur automatically. The members must necessarily meet to take the decision to extend the duration of the society or, conversely, to stop the activity and to dissolve and liquidate it.
Identify the contributions provided by the partners to the SARL
Companies have a capital which serves them in particular as a means of financing and guarantee for creditors. It is made up of different contributions made by the original shareholders :
- Contribution of movable and/or immovable property (contributions in kind),
- And contributions of sums of money (cash contributions).
Cash contributions are subject to specific rules. The funds paid to the SARL, representing at least 20% of the subscribed capital, must be placed in a provisional account opened in the name of the company being formed. The recipient can be a notary, a bank or the deposit and consignment fund. The release of the balance (uncalled subscribed capital, i.e. 80% maximum) must take place within 5 years of the date of registration of the company.
In addition, contributions in kind must be subject to an assessment by the partners, itself subject to the opinion of a contribution auditor unless:
- The value of all contributions in kind does not exceed half of the capital of the SARL,
- No contribution in kind (taken individually) has a value greater than €30000.
Finally, the members of an LLC can carry out contributions to industry. It is a contribution that consists of making specific knowledge or know-how available to society. It does not enter into the composition of the share capital but nevertheless gives the right to the allocation of shares.
Formulate the statutes of the LLC
Once the partners have determined the main characteristics of their partnership, they must draw up the statutes of their SARL. Usually, they begin by writing a draft statute and then they sign the final statutes.
Next is the list of statutory articles to be incorporated therein :
- The legal form (limited liability company),
- The duration, the corporate name, the corporate purpose and the registered office,
- The amount of the share capital and the characteristics of the contributions:
- Deposit of funds (contributions in cash),
- Valuation of goods (contributions in kind),
- Modalities for allocating shares (contributions in industry),
- The methods of release of capital and distribution of shares.
The partners are also able to introduce additional clauses in the articles of association. It is possible to:
- Appoint the manager(s) and govern the operation of the management (limitation of powers, remuneration, term of office, etc.);
- Set the closing date of the first accounting year;
- Set certain operating procedures for general meetings (mode of consultation, majorities, etc.);
- Establish the possibility of having recourse to conciliation or arbitration in the event of a dispute;
- Mandate a person to carry out acts in the name and on behalf of the SARL in formation;
- Modify the rules related to the approval of new partners provided by default by law,
- Provide the rules to be followed in the event of the death of one of the partners as well as the operating procedures for current accounts of partners.
Each signatory partner must be given an original copy of the articles of association. It is no longer necessary to register the articles of association with the tax department of the companies to which the company belongs.
Publish a legal announcement of the incorporation of an LLC in an authorized newspaper
When partners found a company, they must notify third parties who may be affected by this information. In order to guarantee its dissemination, the law requires the publication of a legal notice of incorporation of an LLC in a specially authorized journal. It is a newspaper of legal announcements.
The notice of incorporation of an LLC must contain several peculiarities especially :
- The main characteristics of the company (legal form, name, capital, registered office, object, duration);
- The appointment of the manager(s) and possibly the statutory auditors (holder and alternate);
- The indication of the registry of the commercial court which will proceed with the registration of the company.
Carry out the registration of the LLC
To conclude the creation of an LLC, you must submit a registration request at the business formalities center (CFE) or at the registry of the commercial court.
To this end, a file containing a set of documents must be provided, including:
- A copy of the articles of association signed by the partners,
- A copy of the minutes establishing the appointment of the management (in the event of a non-statutory appointment),
- A sworn statement of non-conviction and a certificate of filiation for each manager,
- A copy of the manager's proof of identity,
- A completed and signed registration application form (M0),
- A copy of a document proving the occupation of the registered office,
- A copy of the legal notice of incorporation,
- A copy of the contribution auditor's report on the valuation of contributions in kind (if applicable),
- A check made payable to the registry of the commercial court for the payment of creation costs.
When the registry of the commercial court receives the file, it issues a receipt to the company. If the file is complete, he gives a Kbis extract which allows in particular to release the funds contributed by the partners (contributions in cash).
