Who can become a merchant?
Verified 22 March 2021 - Legal and Administrative Information Directorate (Prime Minister)
To become a merchant, you must meet certain conditions. You must be of age, not subject to certain convictions or sanctions, and have an activity compatible with the practice of a commercial profession.
To be a merchant you must be an adult.
There are 3 situations for the protected adults:
- Tutelle: major does not have the capacity to trade. When the merchant is placed under guardianship, the guardianship judge appoints a guardian to represent him and take charge of certain acts. The judgement opening the protection scheme must be entered in the RCS.
- Curatelle: the major may be authorised by the judge of the guardians to continue his activity but may perform only acts of routine management, and will be assisted by his curator concerning the most important acts.
- Safeguarding Justice: the adult may carry out his activity normally, but the judge may reserve the performance of certain acts to a special agent.
However, if you are an enfranchised minor, you can be a merchant if:
- the judge of the tutels, at the time of the decision of emancipation, authorises you to do so.
- the president of the court, after emancipation, authorises you to do so.
If you are a protected person, you can still be a partner in a commercial business without being a merchant.
Incompatibilities prohibit two activities at the same time.
To become a merchant, you do not have to work in one of the following occupations:
- Public and ministerial officer (notary, bailiff)
- Lawyer, notary, judicial administrators and liquidator agents
- External Auditor and Accountant
Of non-compete clauses may prevent access to trade.
If you are a civil servant
For civil servants, there is a principle of prohibition of cumulation. However, in some cases, a public servant can create a company.
In case of conviction
You are prohibited from becoming a merchant in the case of certain criminal or tax convictions.
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An additional penalty may be imposed for the following offences:
- Stamp duty
- Property advertising tax
- Revenue taxes
- Direct taxes
- Right of registration
Prohibition of commercial activity may result from conviction by a criminal judge. You are not permitted to direct, manage, administer or control any type of commercial business directly or indirectly.
Management prohibition measures affecting traders are mentioned in RCS: titleContent .
Failure to comply with a ban on the exercise of powers is punishable by up to 2 years' imprisonment and €375,000 fine. However, it is possible to request, under certain conditions, an increase in these prohibitions or a rehabilitation.
The prohibition of commercial activity does not prevent the possibility of becoming a partner in a LLC or a shareholder in an SA, provided that they have no management function (manager, director, general manager, president of the board of directors, in particular).
There is a general prohibition against trading and directing any company or business:
- If you have been subject to personal bankruptcy.
- If you have been subject to a court-issued prohibition on management, which may be limited to a particular industry.
These sanctions are implemented when a leader has committed gross misconduct or fraudulent acts in company management.
If you are a foreigner, you can become a merchant provided that there is the possibility for a French person to be a merchant in the country of which you are a national and to obtain a foreigners merchant's card, (business residence permit).
If you are European, this condition does not apply.
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- Trade Code: Articles L121-1 to L121-3Merchant Quality
- Trade Code: Articles L123-1 to L123-5-2Penalties for inaccurate or incomplete information in the SCR
- Trade Code: Articles L653-1 to L653-11Personal Bankruptcy and Other Prohibition Measures
- Trade Code: Articles L654-8 to L654-15Other offences
- Penal Code: Articles 131-19 to 131-36Prohibition of exercising as a supplementary penalty
- Penal Code: Articles 131-3 to 131-9Prohibition of alternative punishment
- General tax code: Articles 1741 to 1753a B
- Trade and businesses Register - Declaration of Non-Conviction