Declaring your standing at registration

A company with three directors files its registration application with a single non-conviction declaration. The file comes back incomplete, and the business waits three further weeks while its lease of €1,400 a month is already running. The declaration is personal: one is needed per director.

One item in the registration file

A declaration of non-conviction and parentage is required when a business is entered on the trade and companies register and on the national register of businesses. It accompanies the file exactly as proof of address or a copy of the articles does.

The director states that they have been subject to no conviction or sanction barring them from managing a business. They also give their parentage, that is the names of their parents, which allows them to be identified beyond doubt in the records consulted.

That second statement often surprises people, and yet it is the whole point of the document. Without parentage, two people of the same name born in the same year cannot be told apart, and the check would lose all value wherever a surname is common.

The declaration is personal. In a company with several managers, several presidents or a permanent representative of a corporate director, each produces their own. A file holding one for three directors is incomplete, and it comes straight back.

That is the commonest ground of rejection for this item, and the costliest in delay. It shows up on filing, when the rest of the file is ready, and it sends the whole circuit back to the start over a missing page.

The declaration is produced when the file is opened, not part-way through its processing. Attaching it from the outset avoids the reminder, which usually arrives once the rest of the file has been examined and which puts the whole application back in the queue.

No form is imposed

No official form is required for this declaration. The template the administration provides is a convenience, not a requirement of form: a dated and signed declaration carrying the right statements does just as well.

That freedom of form has a price: it falls to the drafter to make sure nothing is missing. An elegant document lacking the parentage, or signed without a date, will be refused just as surely as a blank page.

The statements expected are few and easily remembered: full identity of the declarant, date and place of birth, home address, parentage, the reference to article A. 123-51 of the commercial code, a statement that no conviction or sanction bars them from managing, then place, date and handwritten signature.

A handwritten signature remains the safest practical rule. An electronic signature may be accepted depending on the filing channel, but it assumes a compliant process, where a signature by hand on a scanned document raises no question at all.

• Full identity, date and place of birth of the declarant
• The declarant's home address — the official model writes "residing at …"
• Parentage: the names of the declarant's parents
• The reference to article A. 123-51 of the commercial code, which the official model carries twice
• A statement that no conviction or sanction bars them from managing
• Place, date and signature — one declaration per director

Who exactly produces it

It is produced by the individuals who direct: the manager of a limited company, the president or general manager of a joint-stock company, a sole trader. The scope follows the office of director, not the holding of capital.

A shareholder who does not direct therefore produces none, whatever their stake. A director holding no capital at all produces one, because it is their capacity to manage that is in question, not their financial interest in the business.

Where a company directs another company, it is its permanent representative, an individual appointed for that purpose, who signs the declaration. Forgetting that case is common in structures where a holding company presides over a trading subsidiary.

A change of director during the life of the company reopens the question. Appointing a new manager calls for a declaration in their name, exactly as on incorporation, and the amendment file is rejected without it.

That point is all the easier to forget because the rest of an amendment file is light. Minutes of appointment prove the decision; they say nothing about the standing of the person appointed, and that is what the declaration adds.