Reduction of registration formalities for corporate law documents

Since January 1, 2021, the Finance Act n°2020-1721 of December 29, 2020 has reduced the number of deeds subject to registration and, in certain cases, abolished the order of priority between the registration of a deed and its filing with the clerk of the commercial court. A reform that initially went almost unnoticed but which has nevertheless had essential consequences on the timing of certain operations!

1° With regard to deeds that are no longer subject to registration, it is appropriate to include (article 635 of the CGI) :

capital increases in cash or by incorporation of profits, reserves or provisions and net capital increases of companies with variable capital recorded at the end of a financial year;
capital reductions;
the formation of economic interest groupings (EIG);
or the amortization of capital.

2° With regard to other deeds still subject to registration, such as the transformation of companies or capital increases by contribution in kind, it is now possible to file these deeds at the clerk’s office of the commercial court before they are registered, with the exception of the following deeds, which must first be registered before being submitted to the clerk’s office

deeds transferring ownership or usufruct of businesses, clienteles or offices, or transferring the right to a lease;
deeds concerning the transfer of shares, founders’ shares or profit shares or the transfer of holdings in legal entities with a preponderance of real estate assets

CPC & Associés assists companies in all their corporate actions.

Reference texts :
– Article 67 Law n° 2020-1721 of December 29, 2020 of finance for 2021
– Article 862 paragraph 1 General Tax Code