The certificate of non-conviction and filiation is a declaration on honor that must be completed and signed when setting up a business. This document certifies that the company director has not been convicted in the past of any offence that would prohibit him or her from setting up or managing a company.
Why provide a certificate of non-conviction and parentage?
When a person commits an offence under company law, but also under the Commercial Code, the Criminal Code or the Consumer Code, the various French courts - whether commercial, civil or correctional - are able to impose a ban on managing a company.
According to article L653-8 of the French Commercial Code, this sanction consists of a ban on " directing, managing, administering or controlling, directly or indirectly, either any commercial or craft business, any farm or any legal entity, or one or more of these ".
All entrepreneurs who commit certain offenses are liable to such a penalty, whether their activity is commercial, artisanal, agricultural or liberal. Among the offences punishable are the following:
- Infringements of the French Commercial Code (Code de commerce) relating to company law: distribution of fictitious assets, misappropriation of corporate assets, misrepresentation of accounts;
- Penal Code offences such as money laundering, extortion and forgery;
- Infringements of the Consumer Code, in particular fraud involving controlled designations of origin or usurious loans;
- Breaches of the Labour Code in cases of concealed work ;
- Infringements of the General Tax Code in cases of tax fraud.
When setting up a business, the entrepreneur must provide a declaration of non-conviction to the clerk of the commercial court to prove that he or she is not under a conviction prohibiting him or her from managing a company.
This document is a sworn statement of parentage, and the entrepreneur is also asked to provide the first and last names of his or her father and mother. The certificate of non-conviction and parentage is a requirement of article A123-51 of the French Commercial Code.
The declaration of non-conviction must contain the following information:
- Surname and first name(s) of company founder
- Date and place of birth
- Father's surname and first name(s)
- Mother's maiden name and given name(s)
- The business creator's address
These details must be followed by the words "In accordance with article A123-51 of the French Commercial Code, I hereby declare that I have not been convicted of any criminal offence, nor been subject to any civil or administrative sanction likely to disqualify me from managing, administering, directing or controlling a legal entity, or from engaging in any commercial activity ".
The certificate of non-conviction must then be dated and signed, before being sent to the commercial court clerk's office.
Documents required to set up a sole proprietorship
The documents required to set up a sole proprietorship vary according to the nature of the business, the entrepreneur's personal situation and the legal form chosen.
In all cases, the entrepreneur must provide the relevant business formalities center with :
- A declaration of non-conviction and filiation;
- A copy of your ID ;
- Proof of address less than 3 months old;
- The P0 form corresponding to the activity carried out: for craftsmen and shopkeepers, this is the P0 CMB form, while self-employed professionals must provide the P0 PL form.
If the entrepreneur is married, he or she must also provide an information certificate from the spouse with joint property.
When the entrepreneur chooses the status of sole proprietorship with limited liability, he or she is required to submit the completed and signed PEIRL form to the business formalities center, together with the declaration of asset allocation.
Other documents may also be required, such as proof of PACS or marriage if the spouse has the status of collaborating spouse, a copy of the business project support contract if the entrepreneur benefits from this scheme, or specific proof in the case of regulated professions.
Documents required to set up a company
Several documents are required to set up a company, starting with the declaration of non-conviction and filiation.
In many cases, company directors must complete the M0 form, particularly if the company is a société anonyme (SA), a société par actions simplifiée (SAS), a société en nom collectif (SNC), a société d'exercice libéral par actions simplifiée (SELAS) or a société d'exercice libéral à forme anonyme (SELAFA).
The following documents must also be submitted:
- A copy of each manager's identity card;
- A copy of the company's articles of association ;
- A certificate of publication of the legal notice of company formation;
- A declaration of beneficial ownership.
In addition, depending on the situation, the company director will need to provide a copy of the deed of contribution or the deed of sale of the business, the deed of appointment of the directors if their names are not mentioned in the articles of association, or a copy of the deed of contribution if there have been contributions in kind.
Penalties for false statements of non-conviction
The certificate of non-conviction is a declaration on honor: if the company founder makes a false declaration, for example by claiming not to be the subject of any conviction when in fact he or she is the subject of a sanction, he or she exposes himself or herself to legal proceedings.
According to article L123-5 of the French Commercial Code, " the act of providing, in bad faith, inaccurate or incomplete information with a view to registration, deregistration or an additional or corrective entry in the Trade and Companies Register is punishable by a fine of 4,500 euros and six months' imprisonment ".
If you have been convicted of a criminal offence in the past, you can make sure that your ban on running a business has come to an end by requesting an extract from your criminal record. This can be requested online, or by post from the national criminal records department.