Shelf companies in France, often referred to as "sociétés pré-constituées" or "sociétés clé en main," are pre-registered entities that have not conducted any commercial activity.
These shelf companies are fully incorporated, registered with the Registre du Commerce et des Sociétés (RCS), and maintained by providers until transferred to a buyer. Popular legal forms for shelf companies in France include SARL (Société à Responsabilité Limitée) and SAS (Société par Actions Simplifiée), both of which provide limited liability and flexibility for business operations.
Benefits of Buying Shelf Companies in France
Buying shelf companies in France offers several advantages. The most notable is the ability to start a business immediately, bypassing the often lengthy incorporation process. Shelf companies come with a SIRET number, a registered address, and all corporate documentation, enabling operations within 24 to 48 hours. Some shelf companies may also include a ready bank account, saving additional time.
Shelf companies in France also come with an earlier incorporation date, which can enhance business credibility. This is useful when engaging with banks, partners, or government authorities. Legal certainty is ensured if the shelf company has never been active, and acquiring it through a reputable provider reduces compliance and liability risks.
Finding and Choosing the Right Shelf Company
Locating the right shelf company in France should involve reputable corporate service providers, brokers, or legal firms familiar with the French commercial environment. These intermediaries list pre-registered companies, usually SARLs or SASs, available for immediate transfer. Buyers should confirm that the shelf company is dormant and debt-free.
Key documents to request include the articles of association, extrait Kbis, shareholder register, and capital deposit certificate. If a bank account exists, ensure no prior financial activity occurred. Legal due diligence is essential, and working with a notary and corporate lawyer ensures that the acquisition process meets French legal standards.
Ownership Transfer and Director Change Procedure
The ownership transfer of shelf companies in France involves a formal process, starting with a share purchase agreement signed between the current owner and buyer. This agreement is usually notarized. Following that, a shareholders’ resolution appoints a new director or president, depending on the company structure (SARL or SAS).
If needed, changes to the company’s statutes, address, or capital structure are made. All updates are submitted to the Greffe du Tribunal de Commerce for registration with the RCS. The new beneficial owner must also be declared in the Registre des bénéficiaires effectifs (RBE).
The necessary documents include the updated statutes, proof of address, director identity documents, and the share transfer agreement. Within 3 to 7 business days, the new ownership and directorship are reflected in the updated Kbis.
Required Documentation and Due Diligence
To successfully buy shelf companies in France, buyers must perform full due diligence.
Essential documents include:
- Articles of association (statuts)
- Extrait Kbis (proof of registration)
- Shareholder register
- Capital deposit certificate
- Certificate of non-indebtedness (if applicable)
- Declaration of non-activity
These documents confirm that the shelf company is legitimate and compliant. Buyers must also verify tax registration status and ensure no outstanding obligations or legal issues exist. Identification documents and proof of address for new shareholders and directors are required for filing purposes.
Engaging a notary and legal counsel is highly recommended to manage the document review and submission process, guaranteeing that all updates are correctly registered with the RCS.
Tax and Legal Implications for New Owners
After acquiring shelf companies in France, new owners must notify the French tax authorities (Service des Impôts des Entreprises) about the change of ownership and intention to start business activity. If applicable, the company must register for VAT (TVA).
Corporate income tax (Impôt sur les Sociétés) is levied at a standard rate of 25%. The company is also responsible for annual account filings, corporate tax returns, and VAT declarations. If a bank account is included, the bank must be informed of new legal representatives and updated KYC documentation must be provided.
In the absence of a bank account, the new director must open one, supplying the updated Kbis, corporate statutes, identity documents, and proof of business address. All beneficial ownership updates must be registered with the RBE.
As conclusion
Shelf companies in France provide a powerful tool for investors and entrepreneurs who require a fast, efficient, and legally compliant path to market entry. With immediate operability, full documentation, and the ability to bypass standard incorporation delays, shelf companies offer convenience and flexibility.
To ensure a successful transaction, buyers must conduct comprehensive due diligence, work with qualified professionals, and follow all French legal and tax procedures. When executed correctly, buying shelf companies in France is a secure and strategic choice for rapid business deployment.
Manimama Law Firm is a trusted expert in French corporate law and specializes in the acquisition and compliance of shelf companies in France. Our team of seasoned legal professionals ensures every step of the purchase process is legally sound and fully compliant with French regulations.
With Manimama Law Firm, you receive more than just a legal entity—you gain a reliable partner for long-term business success in France.
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The content of this article is intended to provide a general guide to the subject matter, not to be considered as a legal consultation.
