Business · French law
Company in formation: take over pre-registration acts
Informational guide. An independent qualified legal review has not been completed.
People acting for a commercial company in formation are generally responsible for commitments made before registration unless the company takes them over under the applicable conditions. Distinguish the acts schedule, mandate and takeover decision according to company form. Mentioning the future company or registering it does not guarantee every takeover. Review the contract alongside formation documents.
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Does registration automatically take over every contract?
No. Examine takeover mechanisms and conditions for the act and company form. Registration is not universal proof of takeover.
Read the references3 free questions at signup. Avoid names and sensitive information.
What you leave withAn act, signatory, mandate and takeover map with precise questions for contract review.
Start with the practical sectionWho signed the pre-registration commitment?
Before registration, the company has not yet acquired legal personality at that stage. L210-6 governs the responsibility of people acting in its name and takeover of commitments. Identify signer, stated capacity and the specific act before assuming the company alone is liable.
References : Code de commerce L210-6
Which documents distinguish the acts schedule, mandate and takeover?
An act statement annexed to the statutes, a specific mandate and takeover after registration are different elements. Effects depend on company form and conditions. Do not substitute a bookkeeping entry for the annexes.
| Record | Check | Limit |
|---|---|---|
| Act statement | Act and commitment identified | Annex and signing conditions |
| Mandate | Powers and specified act | A vague mandate does not resolve everything |
| Takeover decision | Act and decision found | Check body and framework |
| Registration | Date and company form | Does not alone take over every commitment |
References : Code de commerce L210-6 · Code de commerce R210-5 · Code de commerce R210-6
Why does company form change the check?
R210-5 and R210-6 organise methods for the relevant company forms. Find statutes, annexes, mandate and decision rather than using a universal formula. If an act is absent from the annex, examine other takeover routes and their requirements; do not fill the gap with assumption.
References : Code de commerce R210-5 · Code de commerce R210-6 · Rédaction et enregistrement des statuts
What does a lease for a future company show?
For the fictional lease, compare date and signer capacity with registration. Then find whether it appears in an annex, falls within a mandate or was taken over under the applicable framework. Payment of rent by the company does not automatically replace this check.
Fictional example: a founder signs a lease before registration. The page reconciles stated capacity, annexed acts and mandate before examining takeover, without treating company existence alone as proof.
References : Code de commerce L210-6 · Code de commerce R210-5 · Code de commerce R210-6
What does common-intention case law change?
The Commercial Chamber decision of 29 November 2023, appeal 22-12.865, supports examining common intention in acts performed for a company in formation. It should not be described as removing every takeover formality or validating any commitment signed before registration.
References : Cass. com., 29 novembre 2023, pourvoi 22-12.865, ECLI:FR:CCASS:2023:CO00756
Which checks come before assuming takeover?
Keep the complete act, signed statutes, annexes, mandate, registration evidence and any takeover decision. For Julie review, identify missing records and dates without declaring takeover established. A professional must examine liability and effects before you rely on the company as sole contracting party.
- Act, signature and stated capacity.
- Statutes, annexed statement and relevant mandate.
- Registration date and takeover decision.
References : Code de commerce L210-6 · Code de commerce R210-5 · Code de commerce R210-6 · Cass. com., 29 novembre 2023, pourvoi 22-12.865, ECLI:FR:CCASS:2023:CO00756
What else should you check?
Does registration automatically take over every contract?
No. Examine takeover mechanisms and conditions for the act and company form. Registration is not universal proof of takeover.
Must a mandate cover the act actually signed?
Yes. Check the mandate’s specificity and connection to the actual commitment. General authorisation does not replace all checks.
Does missing wording always prevent examination of intention?
Missing formula wording should not prevent examination of context and common intention within the case-law framework. It does not permit automatic assumptions of valid takeover.
Does the 29 November 2023 decision remove takeover formalities?
No. Do not turn this decision about analysing the act into general removal of takeover conditions.
Is contract review enough without formation schedules?
No. Annexes, mandate and decisions may be decisive. Reading only the contract leaves part of the analysis unknown.
Which sources support this page?
Official texts remain in French. The explanations above describe French law. A source check records a reading date; it is not qualified legal review.
- Code de commerce L210-6Source checked : · Version from 2000-09-21
- Code de commerce R210-5Source checked : · Version from 2007-03-27
- Code de commerce R210-6Source checked : · Version from 2019-10-31
- Rédaction et enregistrement des statutsSource checked :
- Cass. com., 29 novembre 2023, pourvoi 22-12.865, ECLI:FR:CCASS:2023:CO00756Source checked :