Company Articles of Association Translation for France

SARL/SAS/SA and the false-equivalent trap

France’s common capital companies are the SARL, the SAS and the SA; functionally they resemble Turkish limited and joint stock companies, but their legal identities are not identical. The critical trap in translation is to write a Turkish “Limited Şirket” name straight out as SARL, or an “Anonim Şirket” name as SA; that amounts to asserting an equivalence of form, and it can misrepresent the nature of the company. The sound course is to carry the Turkish name over unchanged and, where an explanation is called for, to give the form in brackets. The trade name is an identity, not a description: it stays untranslated, in the form the source gives it.

Organ names call for the same restraint. The general assembly, the board of directors and the managers are rendered by what they do, not pressed into the nearest fixture of French company law. Rules on resolutions and meetings, and the notions of share and capital, belong to the vocabulary of company law and travel in their established equivalents; the formulae of a bilateral commercial contract have no place here.

The RCS and the registration link to the statuts

In France companies are entered in the trade and companies register (RCS) through the registry of the commercial court (greffe); a company’s existence and its representatives are verified from that register and from the summary record. A Turkish company’s trade registry record and certificate of activity are usually submitted in the same file as the statuts, and the name, capital and date data across those documents are expected to be consistent in translation. Where something in the statuts contradicts the registry record, doubt arises as to how current the documents are. A French counterparty is used to reading a company’s current position from the RCS summary record (of the extrait Kbis kind), so it matters all the more that the name and capital in the statuts and in that record should match.

The objects clause (objet social) carries particular weight: it sets out the fields in which the company may trade, and some transactions turn on whether that scope covers specified activities. An approximate rendering of this section opens the question of whether the company is authorised to do a given piece of business, and the objects are for that reason carried across exactly in the scope the document gives them.

Capital social and the wording on shares

The capital figure, the number of shares and their distribution are the numerically most delicate part of the statuts; in French the company’s capital is the capital social. A figure or a proportion that slips misstates who holds how much. Amounts, currency and proportions stay faithful to the source document; the currency is not turned into a French equivalent but carried as the document has it. Privileged shares, voting rights and transfer restrictions are also preserved in the scope in which they are defined.

Statuts alter over time as well; a capital increase, a change of name or a change of objects is entered in the text and registered. Because a document submitted abroad is expected to show the company as it now stands, it is settled at the outset whether the current full text consolidated with the amendments is wanted rather than the original constitutive text.

• Do not translate the Turkish company name into SARL/SA; carry the identity across in the form the source gives it.
• Render the objects clause (objet social) and the capital figures exactly.
• Confirm whether the current full text or the amendment resolutions are being asked for.

Certification: the apostille and a listed translator

Articles of association usually proceed on a copy certified by a notary or by the trade registry; on such copies the apostille is obtained from the relevant judicial justice commission. A translation submitted to an official body in France must be made by a sworn translator (traducteur assermenté) on the list of a court of appeal (Cour d’appel), or else the Turkish chain is followed: sworn translator, notarisation, apostille. Since the statuts usually travel in the same file as the signature circular and the certificate of activity, translating that set consistently as to name and capital keeps the force of the document intact. France is a party to the Hague Apostille Convention; confirm the current position from the official HCCH list. You can handle your corporate file through our single office in Ankara Kızılay, see the cost on our pricing page and request a quote by uploading your document. This page is for general information and is not legal or financial advice; consult your accountant or your lawyer on company matters.