Civil Society Definition: What is Civil society?

Civil society is different from commercial society in many ways. Unlike the latter, civil society is indeed governed by the Civil Code, and by extension civil law, and not by the Commercial Code. Concretely, any non-commercial activity is eligible for the creation of civil society. There are several forms of civil society, for example:

  • The SCIor real estate company;
  • TheFamily SCI ;
  • Professional CS or Professional civil society ;
  • The Civil Holding Company is also called heritage civil society ;
  • The SCI attribution ;
  • The SCCV is also called the civil society of construction sale;

A large number of activities can be carried out within civil society: the liberal professions and certain agricultural and real estate activities are just a few examples. The nature of certain activities may justify the creation of a particular civil society. The real estate civil society, for example, is very popular with people who wish to acquire or manage joint real estate assets within a protective structure with a possible transmission project. What is Maternity Leave? How long is a maternity leave?

How to create a civil society?

Creating a non-trading company is a process subject to several preconditions, in particular with regard to the number of partners, the nature of the activity, the contributions, and the amount of share capital. Whatever form you choose (SCI, family SCI, attribution SCI, etc.), it must necessarily:

  • Be composed of at least two partners. There is no maximum, except in the case of the professional CS of doctors (maximum 8 associates). Partners can be natural persons or have legal personalities.
  • Build up share capital (no minimum required) made up of contributions in cash, in kind, or in industry. The share capital is then divided equally between the partners. The transfer of shares is only possible with the approval of the majority of the partners.
  • Appoint one or more natural or legal person managers (who may be the partners). In the case of a legal entity manager, a legal representative is appointed.
  • Convene general assemblies for the taking of measures and decisions relating to the life of civil society.

The dissolution of a civil partnership is managed by the extraordinary general meeting. The manager sends a convocation at the request of one of the partners. Then, the partners vote in favor (or not) of the dissolution of the company.

Here are the causes that can lead to the dissolution of a civil partnership (article 1844-7 of the Civil Code):

  • By decision of the partners;
  • If all the shares are allocated to a single shareholder;
  • If the life of the company as defined in the articles of association has expired;
  • If insufficient assets, in the context of a judicial liquidation;
  • In the event of cancellation of the partnership agreement or if the corporate purpose is achieved or abandoned;
  • If the dissolution is decided by a court for a just cause;
  • According to the dissolution clause indicated in the articles of association, if applicable.

All types of civil companies are not required to appoint an auditor except:

  • Real estate investment companies
  • Companies whose corporate purpose generates profits (portfolio SC, SCCV)

These companies can operate without an auditor provided they do not exceed 50 employees and have a total balance sheet of fewer than 1,550,000 euros.

The creation of a civil society step by step

Drafting of statutes

Civil companies are governed by articles of association that can be drawn up in writing, under private signature, or by notarial deed. In particular, they must specify:

  • The purpose of civil society
  • Its specific legal form
  • His name or the name of the establishment
  • Head office address
  • The amount allocated to capital and the number of contributions (and their nature) for each partner
  • The lifespan of civil society (maximum 99 years)
  • The rules of operation of the company

Deposit of share capital

The cash amount allocated to the share capital must then be deposited in a dedicated account. For the opening of their business account, professionals can be accompanied by a fine.

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Publish an announcement in a JAL

Once these steps have been taken, the company must publish a notice in a journal of legal notices.

Civil society registration

The civil partnership must then be registered with the competent registry in your locality. In particular, you will need to provide the following:

  • An M0 “civil company” form duly completed;
  • An original copy of the statutes of the SC signed by all the partners;
  • A copy of the act of appointment of the manager if it is not specified in the articles of association;
  • A valid identity document for each partner;
  • A document justifying the premises of the company;
  • A certificate for the manager (non-conviction and filiation).

The costs of creating a civil society

The costs associated with the creation of civil society can vary greatly depending on whether or not professionals are used for certain procedures. The basic costs are the publication of an advertisement in a JAL in 2022 vary between 185 € (SCI) and 216 € (other SC) in metropolitan France.

Then, the registration of the company at the registry of the commercial court varies according to the nature of the activity but is around 39 €. Additional registration in a trade register is also required for regulated activities, as well as for the declaration of beneficial owners. Additional procedures, such as the drafting of the statutes by a notary, can also cost several hundred euros depending on the complexity of the statutes and the method of organization of the company. What are the Leading digital professions?

Organization of civil society: tax and social regime

SC taxation

All civil companies, whatever their legal form, are subject to income tax (IR). Thus, each partner is taxed on his overall income, including the profits generated by civil society.

Partners also have the choice of opting for corporation tax (IS). In this case, the company pays the tax directly. This rate is 25% in 2022 for profits above €38,120 and 15% below this amount and under certain conditions.

Social regime

The managing partners of a civil partnership are considered TNS (self-employed workers). They are affiliated with the social security of the self-employed and are not eligible for unemployment benefits. Any other person with the status of an employee or assimilated employee will be subject to the general social security system.

The differences between a civil company and a commercial company

Civil society is different from commercial society by the nature of its activities and its corporate purpose. Indeed, the purpose of the non-profit civil society is not the exercise of commercial activity.

Note also that the liability of the partners of a civil partnership is unlimited. This means that if a partner’s contributions are not enough to cover the debts, the creditors can force him to sell part of his personal assets to cover the debt. On the other hand, liability in SC is not joint and several. This means that if a partner is unable to repay his share of the partnership’s debt, the creditors will not be able to claim the outstanding debts from another partner. What is the difference between a SARL and a SAS?

In summary

Civil companies make it possible to carry out an activity of a non-commercial nature thanks to a defined and concrete statute. Many professionals who exercise professions or who want to carry out a project in the fields of agriculture, real estate, or liberal activities turn to civil society for their activity.

The procedures for creating and managing a civil society are no more restrictive than those of traditional commercial companies. On the other hand, the liability of the partners of an SC is unlimited and goes beyond the amount of the contributions, unlike a commercial company with limited liability. What is a Business: What are its Types and Purposes?

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