A civil company (société civile – SC) is a type of company that is often used for civil, agricultural, freelance and intellectual professions.
It is very frequently used to manage immovable assets in the form of a real-estate company constituted under civil law (société civile immobilière – SCI).
There are 4 different forms of civil companies:
If the civil company occasionally engages in commercial activities, its tax situation and other aspects will change.
A civil company is a relevant solution for all natural persons and legal persons wishing to engage in a non-commercial activity, such as holding and managing assets.
There are no prerequisites for forming a civil company. The only requirement is that the partners have civil capacity.
A minimum of 2 partners is required.
The purpose of the civil company must be civil – that is, it may not be commercial.
Setting up a civil company entails certain costs, including:
A civil company may be created through a private deed, the partnership agreement.
A civil company's deed of association must include at least the following information:
Two original copies must be issued if a private deed is being used.
There is no legal requirement to have the deed drawn up by a notary.
Forming a civil company gives rise to a new legal personality, separate from that of its partners.
The articles of association must be filed in full with the Trade and Companies Register (RCS), except in the case of a family-owned business.
The SC must have a company name that is established in its articles of association.
The name must be different from that of any other existing company.
To find out if the company name is available, contact the RCS.
An SC is formed for a duration that is limited to the business for which it is being set up.
It is limited to the lifetime of the partners unless otherwise specified in the articles of association.
The SC may change its corporate form in the course of its lifetime through a decision by the partners. That conversion will not entail the creation of a new legal person.
A decision by the partners to convert the SC must be approved by majority representing 60 % of the capital.
The SC is automatically dissolved at the end of the duration specified in the articles of association.
It may be dissolved at the behest of one of the partners.
In the event of voluntary dissolution, the following administrative certificates must be filed:
It is dissolved in the event of the death or ruin of a partner, unless otherwise specified in the articles of association.
The removal of a statutory business manager does not result in the dissolution of the SC.
The SC may also be dissolved through a legal ruling for legitimate reasons or due to unlawful activities.
The dissolved SC retains its legal personality for the purposes of its liquidation.
In an SC, the capital is made up of ownership shares. There is no minimum required capital.
The SC's partnership agreement must specify the amount of the share capital or the value of the contributions made by each partner.
The ownership shares must be registered shares.
The terms and conditions of transfers of ownership shares are provided for in the SC's partnership agreement.
There are no legal requirements governing the meeting of partners as the civil company's management body or governing specific voting rules for the civil company.
The SC's articles of association outline how a meeting operates.
The partners decide on:
Decisions that involve an amendment to the partnership agreement must be unanimous.
In principle, all other decisions require an absolute majority.
Each partner has a single vote.
The law allows a degree of latitude for the articles of association to establish how the SC operates.
The SC may be managed by one or more managers, who may or may not be partners. The managers are appointed and dismissed according to the rules set in the articles of association.
Their powers are defined in the articles of association. Otherwise, the manager is considered a representative who may make binding commitments on behalf of the company. The limiting clauses of the manager's powers are binding on third parties.
The manager represents the company with regard to third parties, as well as in all courts, as plaintiff or defendant.
The manager must not be a trader.
The manager may be a natural person or legal person.
The partners are jointly and indefinitely liable to third parties. Their liability is not joint and several, but rather is divided among them equally.
Managers who are not general partners are representatives and are only liable for misconduct in carrying out the mandate entrusted to them. They may validly make binding commitments on behalf of the SC.
The restrictions on a manager's powers are binding on third parties, if they have been made public.
The partners may together bind the company to third parties and are thus bound collectively in the amount of equal shares unless otherwise specified.
In principle, a commitment of the SC made by one partner is lawful, but binds only the partner unless the partner has been given a mandate by the other partners.
The law does not require oversight by internal auditors or statutory auditors even if the limits that apply to commercial companies are reached.
The articles of association must be filed in full with the Trade and Companies Register (RCS) for the purposes of publication in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations – RESA), except in the case of a family-owned civil company.
In order to register the company with the RCS, the following information about the company must be disclosed:
The SC must keep clear and transparent accounts.
No statutory auditor is legally required.
There is no legal requirement to publish the financial statements.
Because the SC is a fiscally transparent company, it is subject to the scheme for partnerships, namely: