Corporate Law at French Polynesia (France)
Certainly! Here’s an overview of Corporate Law in French Polynesia, which, as an overseas collectivity of France, follows a mix of French law and some local adaptations:
Corporate Law in French Polynesia (France)
1. Legal Status and Framework
French Polynesia is an overseas collectivity (collectivité d'outre-mer) of France with special autonomy.
Its corporate law is largely based on French law, but local statutes and regulations may apply.
The French Commercial Code and French Company Law form the backbone.
Local regulations may add specific administrative or procedural requirements.
2. Types of Business Entities
French corporate forms generally apply, including:
| Type of Company | French Name | Notes |
|---|---|---|
| Limited Liability Company | Société à responsabilité limitée (SARL) | Most common for SMEs; flexible and straightforward. |
| Public Limited Company | Société Anonyme (SA) | For larger businesses; stricter governance. |
| Simplified Joint Stock Company | Société par Actions Simplifiée (SAS) | Increasingly popular for flexibility. |
| Sole Proprietorship | Entreprise Individuelle | Individual business with unlimited liability. |
| Partnerships | Société en Nom Collectif (SNC), Société en Commandite Simple (SCS) | Partnership forms with various liability regimes. |
3. Company Formation Process
Typical steps mirror French procedures:
Choose and check company name (availability must be verified locally).
Draft Articles of Association (Statuts).
Deposit share capital in a local bank or authorized entity.
Register company with local business registry (Centre de Formalités des Entreprises or equivalent).
Publish a legal notice of incorporation in local media.
Obtain registration numbers (SIREN/SIRET).
Register for VAT and tax purposes.
4. Corporate Governance
Governance structures follow French models:
SARL managed by one or more managers (gérants).
SA requires a Board of Directors or Supervisory Board and executive management.
SAS offers flexible governance set by shareholders.
Shareholder meetings are mandatory for key decisions.
Managers and directors have fiduciary duties and legal responsibilities.
5. Capital Requirements
SARL: Minimum capital can be as low as €1 but usually practical amounts are deposited.
SA: Minimum capital €37,000 (or €225,000 if publicly traded).
SAS: No minimum legal capital; decided by shareholders.
6. Taxation
French Polynesia has its own tax regime, distinct from mainland France:
Corporate tax rates are often lower and can vary depending on activity.
Value Added Tax (VAT) is replaced by a Goods and Services Tax (GST), with typical rates lower than French VAT.
Specific tax incentives exist to promote investment in French Polynesia.
7. Employment Law
French Polynesia follows French labor law with some local adaptations.
Employment protections, contracts, and social security schemes are in place but may differ slightly.
8. Insolvency and Bankruptcy
Insolvency governed by local laws inspired by French legislation.
Judicial procedures for reorganization and liquidation are available.
Directors must act in case of insolvency to avoid liability.
9. Foreign Investment
Foreign investors are allowed to fully own companies.
Some sectors may require specific permits or authorizations.
Incentives may be offered to attract foreign investment.
Summary
Corporate law in French Polynesia is largely based on French law but adapted to local context.
Business forms, governance, and procedures are very similar to mainland France.
The tax system and some administrative rules differ to reflect local economic conditions.
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