Incorporation of Private Company limited by shares

A société anonyme (hereinafter referred to as an “SA”) is a corporation composed of at least seven shareholders created for a commercial purpose. There is a simplifed form of SA (called SAS) that can be incorporated by two or even one single shareholder. It issues shares representing equity participations which are normally freely transferable and negotiable. The SA is a corporate form offering the advantage of limited liability; the shareholders of an SA are subject to liability for the debts of the corporation only to the extent of their capital contributions thereto.

> Incorporation of an SA

The incorporation of an SA is a relatively simple task. The following steps usually take approximately two weeks, such figure being increased if capital contributions in kind are to be made:

1.      the preparation of the Articles of Incorporation (statuts),

2.      the subscription and payment for the shares of the SA to be initially issued,

3.      the preparation of a certificate of subscription and payment,

4.      the execution of a lease or purchase agreement relating to the commercial property where the registered office of the SA will be located,

5.      the signature of the Articles,

6.      the appointment of the officers,

7.      the completion of the legal formalities of publication, and

8.      the registration of the SA in the Registre du Commerce et des Sociétés (hereinafter referred to as the “Register of Commerce and Companies”).

Thereafter, the corporation may withdraw the paid-in capital and commence commercial activities therewith.