La Revue Squire

Implementation in France of European Directive 2003/58 on compulsory corporate information on correspondence


Rédigé par Antonin Staub le 20 Juin 2007


For all companies registered in France, the following information must necessarily be stated in any commercial document, invoice, order form, price list, advertising and any correspondence and receipts concerning the commercial activity (including via email): the company’s name and registration number, the location of the given Registry (« RCS »), its registered office and address, its legal form and whether it has entered into any insolvency proceedings.

On all French company websites, the company’s name, RCS location or equivalent information if foreign-registered office and address, telephone number, registration number and the relevant register, share capital, name of the website’s director and, if appropriate, the editor in chief, and the complete details (name, company’s name, address, phone number) of the website supplier, must be provided to the public.

European Directive 2003/58/EC, which had to be implemented by each Member State on or before 31 December 2006, builds on a previous Directive of 1968 and relates to the registration of commercial companies. The Directive of 2003 was implemented in France by a decree of 1 February 2005, reforming a previous decree 1984. Most of the 1984 decree relates chiefly to the organisation of the register; only one article (article 72) sets out the particulars required on corporate documentation. The implementation of EU Directive 2003/58 did not require a substantial amendment to article 72, as it was already consistent with the terms of the new Directive.

However, a very recent decree, issued on May 9, 2007, replaces article 72 with a new article R 123-237 of the French Commercial Code. Companies registered in France must comply with new compulsory provisions that are additional to those already mentioned in the 1984 decree. The 1984 decree's main structure is therefore preserved.

Compulsory particulars: no reason to set aside external e-mails

Two sets of legal rules apply to this matter:

- Article R 123-237 of the French Commercial Code of the above-mentioned decree of May 9, 2007 which contains general duties for all companies registered in France; and
- several miscellaneous provisions of the French Commercial Code.

Although the scope of article R 123-237 is very wide, it is more specific than article 4 of the 1968 Directive, as modified in 2003. The European piece of legislation refers, rather vaguely, to “letters and order forms in paper version or in any other medium”, yet the French wording encompasses invoices, order forms, price lists, advertising, correspondence and receipts relating to the business activity of the company.

Accordingly, there is no reason any longer to set aside external e-mails, which may be considered to fall within the category of correspondence.

It is compulsory to state the following particulars:

- the company’s unique registration number in accordance with the decree dated 16 May 1997 (also known as the “SIREN” number);
- in which « RCS » the company is registered;
- the company’s registered office;
- whether the company is the object of insolvency proceedings;
- if the body corporate is a commercial company having its registered office overseas, its name, legal form, address of its registered office, its registration number in the relevant country and, if appropriate, whether it is subject to insolvency proceedings; and
- if appropriate, the fact that the company is run by a lease manager (locataire-gérant) or an authorized management agent (gérant-mandataire).

Any infringement of the above-mentioned duties is subject to a fine of €750 per infringement, multiplied by five when it is a company (so up to €3,750, which is well over £2,000). These penalties were increased pursuant to the May 9, 2007 decree.

In addition to article 72, various provisions can be found within the French Commercial Code. These were codified by decree in March 1967 and each cater for a particular situation. For instance they set out the regulatory framework of franchises or of companies being wound up.

New compulsory information on companies’ websites

Modified in 2003, the 1968 Directive made it compulsory that “ Member States require any company website to indicate at least the applicable registry, its identification number, legal form, registered office location and, if appropriate, the fact that it is being wound up as well as information on the paid-up share capital”.

An earlier Directive (directive 2000/31 of 8 June 2000 on e-commerce), through its article 5, had already made it mandatory for companies to set out various pieces of information.

The 2000 Directive was implemented in France by the Digital Economy Act of 21 June 2004. Its article 6 III sets out a series of compulsory particulars, which companies using public communication services must indicate. These are as follows:

- company’s name;
- company’s registered office and address;
- phone number ;
- registration number and the relevant registry;
- share capital ;
- name of the website’s director and, if appropriate, the editor in chief; and
- complete details (name, company’s name, address, phone number) of the website provider.

The May 9, 2007 decree sets out additional compulsory obligations that companies must now abide by with immediate effect. Article R 123-237 of the French Commercial Code provides that companies shall indicate:

- the particular "RCS" followed by the location where the company is registered; and
- if it is a commercial company registered abroad, its given foreign registration number.

Any infringement to these compulsory provisions is punishable with the same fine as mentioned above.





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