Steps to follow for create a SARL are as follows: draw up draft articles of association, pay the capital and block the money in a temporary account, identify and give a value to contributions in kind, value any contributions in industry and define their rights, draft final articles of association and sign, issue a legal notice to notify third parties of the establishment, send a request forregistration at the Center de Formalités des Entreprises (CFE) and ask the custodian of the funds to release them.
La creation by SARL requires the completion of certain legal formalities, in particular the filing of an application forregistration in the Trade and Companies Register (RCS). For funds a SARL the following steps must be followed: drawing up a draft statute, payment of the capital and blocking of the money in a temporary account, inventory and value of the contributions in kind, evaluation of the contributions in industry and determination of their rights, writing of the final statutes and signature, publication of a legal notice to notify third parties, request forregistration at the CFE and release of the funds by the depositary.
Step 1 – Develop draft articles of association for the LLC
To join in a joint venture in the form of a limited liability company, it is compulsory de write statutes, as with most commercial companies. However, these cannot be finalized immediately: it will first be necessary design a project.
This document should define the main characteristics of the LLC name, registered office, object, lifespan, share capital, number of shares and unit values of securities, contributions in kind, cash or industry, etc. The law (in particular the Commercial Code) imposes mandatory information to be included in the content of the statutes.
Partners can write the project themselves if they are sufficiently well informed, or call on a professional (lawyer, accountant, online creation platform, etc.).
Step 2 – Deposit of monetary sums in a locked account under the name of the SARL
When the partners decide to inject resources pecuniary, that is to say sums of money, in the capital of their SARL, they make a cash contribution. This type of contribution is recognized in capital of the society. It will therefore constitute part of the share capital of the SARL.
Many standards surround cash contributions. First, they must be fully subscribed. Partners must commit to an amount from the outset. Then their Growth Hormone release (the transfer of funds) is done, at a minimum, according to the following conditions:
- 20% immediately, upon subscription of the shares representing the contributions,
- 80% later, within 5 years from the date of registration of the SARL.
When the SARL receives the funds and at the latest within 8 days, it must allocate them to a particular locked account. This is a company account in formation.
Step 3 – Assessment of contributions in kind to the capital of an LLC
Members can also provide goods (material or immaterial, furniture or real estate) to their SARL: miscellaneous equipment, furniture, software or computer programs, patents, etc. These operations are called in-kind contributions.
Like cash contributions, in-kind contributions contribute to the creation of share capital. However, they must be subject to Evaluation by members, itself subject to review by a professional figures. It is, more precisely, a commissioner of contributions (CAA). However, the law does not impose its participation in the following case:
- Contributions in kind do not together exceed 50% of the amount of the share capital;
- No contribution, taken separately, has a value greater than 30 euros.
Failure to use the CAA has consequences, particularly in terms of liability for members.
This professional draws up a report at the end of his work in which he gives his opinion on the values assigned to the contributions in kind. Members can choose to follow him or not. In case of overvaluation, they incur penalties.
Step 4 – Analysis and estimation of professional contributions
Finally, members can provide intellectual input. The Act allows them to provide their SARL with their expertise, skills/knowledge specific or to carry out services individuals. We then speak ofcontributions to industry. This type of contribution is subject to very specific rules.
Contributions in industry are not taken into account in the constitution of the share capital. However, they give the right to the allocation of shares for which the statutes must provide for the number and the related rights. For this, they must be evaluated.
The statutes of the LLC must also mention a precise description of each contribution and the expected duration of the benefits. The shares received in exchange for a contribution in industry are inalienable and imprescriptible.
Step 5 – Drafting the final statutes of the SARL
After having validated the main characteristics of their company, the partners can make modifications to their initial project and draft the final statutes of the SARL. In particular, they must include the mandatory information and may also add optional clauses. These may relate to:
- The operation of general meetings,
- The opening and closing dates of the accounting year,
- The designation of the legal representative,
- Management of conflicts between partners,
- The rules applicable in the event of the death of a partner,
- The adjustment of the provisions in force with regard to the approval of new partners,
- Etc
Once the statutes have been drawn up, they will have to be signer to make them the definitive statutes of the company.
Step 6 – Publication of a legal announcement of the incorporation of an LLC
When the articles of association have been signed, the shareholders (or the manager with delegation) must draw up and submit for publication a legal announcement of incorporation of SARL. Distribution is mandatory in a newspaper authorized to publish legal announcements and located in the department where the registered office of the SARL is located.
A notice of creation of an LLC must also include several peculiarities, otherwise the CFE will consider the registration file as incomplete; especially :
- The legal form of the company and its main characteristics (name, address, activity, duration, capital, etc.),
- The identity and address of the first manager(s),
- The city where the registry that receives the application for registration is located.
Step 7 – Application for LLC registration
This step marks the end of the process for set up an LLC. The structure being formed must apply for registration with the Trade and Companies Register (RCS). It can do so by post to the business formalities center (CFE) or directly online at www.infogreffe.fr.
The partners, as well as the representatives of the company, must:
- Fill the forms following:
- RCS “M0” registration application form,
- Certificate of non-conviction and parentage of the manager(s),
- Provide the vouchers mentioned below:
- Copy of the statutes certified true by the manager,
- Copy of the minutes of appointment of the management,
- Proof of identity of each manager (in case of plurality),
- Certificate of publication of the legal announcement of creation,
- Proof of occupation of the premises declared as the registered office,
- Copy of the auditor's report (if applicable),
- pay incorporation costs (registry of the commercial court, INPI, BODACC, etc.).
Step 8 – Release of funds for the LLC
The business formalities center sends a acknowledgment of receipt of all the documents. Subsequently, he checks the case in detail.
If parts are missing or the file is not complete, the CFE informs the company by mail. When he is terminé, the CFE carries out theLLC registration and puts his Kbis extract.
This document makes it possible to release the sums of money from cash contributions. The funds are then transferred to a bank account and can be put to good use.
