starting a business:

a step-by-step guide

Starting a business in French Polynesia is quick and straightforward, similar to the process in mainland France, with the same legal structures (EURL, SARL, SA…).

Once the business model, legal structure, and the amount of the share capital are determined, the process follows in the order below :
> Establish the company and draft the statues ;

> Register the statutes with the Directorate of Land Affairs (DAF) – Registration Service (à Papeete) ;

>Publish a legal notice of incorporation in a legal announcement journal ;

>Register with the Center for Business Development and Formalities (CDFE) and the Chamber of Commerce, Industry, Services and Trades (CCISM).

Starting a sole proprietorship is also very simple. One just needs to visit the CCISM to declare the activity and provide proof of identity.

There are partners available to guide you through the process. The CDFE at the CCISM is the strating point and mandatory step for any business creation.

1. Incorporation of companies: formalities

The CDFE is designed to facilitate the creation of businesses and simplify the declarations required by business owners under the laws and regulations in the legal, admnistrative, social, fiscal and statistical fields, by bringing them together in one place and on a single document.

Passing through the CDFE is mandatory for all declarations such as company creation, modifications and cancellations…

The CDFE assists businesses with all formalities with the relevant organizations.

These formalities must be completed no earlier than one month before the start of operations and no later than one month after the start date. The information and documents collected by the CDFE are then forwarded to the relevant organizations: the Trade and Companies Register (RCS), the Institute of Statistics of French Polynesia (ISPF), the Directorate of Taxes and Public Contributions (DICP), the Social Welfare Fund (CPS), etc.

the steps to follow for creating a business are as follow:

To obtain the list of the main supporting documents required the company’s registration. Click here to access more information CDFE.

The articles can be drafted in private deed or with the assistance of the CCISM (which provides template articles according to the legal structure) or through a notarial act.

The contributions in cash must be deposited in a blocked account at a bank or with a notary. This account, known as the “company formation account” or “STFO”, remains blocked until the company is officially registered in the commercial registry and the Kbis extract is issued.

All shareholders must approve the company’s articles. It is necessary to prepare 5 orginals, along with a sufficient number of certified copies for shareholers, banks, etc. Each shareholders must inital every page of the original document.

For SNCs and SARLs, the signature of the act of appointment for the manager(s) (if not included within the articles) is also required.

Within one month following their adoption with the:

  • Deposit of 3 originals for registration purposes (1 for the Registration Service of the DAF, 1 for the Registry of the Commercial Court, and 1 for the company) along with certified copies of the registered Articles of Association (1 for the Directorate of Taxes and Public Contributions and 1 for the Social Welfare Fund for the employee hiring) ;
  • Payment of registration fees: a minimum of 1% and 10,000 XPF for civil and commercial companies and GIEs, a fixed fee of 2,500 XPF for cooperatives..

After the registration of the Statuted, the company must publish a notice of its constitution in a legal announcement journal of French Polynesia. Is is advised to keep a few copies of the issue containing the company’s incorporation notice.

The legal representative of the company must request the registration of the company with the registry of the Mixes Commercial Court within 30 days following the adoption of the Articles of Association. To do this, they must submit a registration application file to the CDFE, mainly including:

  • 1 receipt of payment for the legal notice to be published after registration with the RCS ;
  • 1 proof of the company’s domiciliation.

For the manager(s) as individuals:

  • 2 copies of the identity card or passport (valid) or 2 copies of the birth certificate (1 original dated less than 3 month ago and 1 copy) of the manager(s) ;
  • For foreign individuals: 1copy of the professional merchant card issued by the Service of Employment, Training and Professional Integration (SEFI) – Click here to access the SEFI’s official website ;
  • 1 declaration on honor of non-conviction and eligibility to manage a company ;

PFor the manager(s) of a legal entity (companies):

  • 2 Kbis extracts (1 original dated less than 3 months and 1 copy) or 1 original of the entity’s proof of existence with a French translation if necessary.

PFor the legal representative of the managing legal entity, add the required documents for individual managers:

  • 1 certificate of und deposit issued by the bank if ther is a monetary contribution ;
  • 1 report from the auditor of the contributions if there is a contribution in kind registered* ;
  • 1 copy of the published legal notice, signed by the director of publication of the concerned legal announcements journal in French Polynesia ;
  • 2 copies of the signed and registered statutes* ; –
  • 1 meeting minutes of the appointment of the manager(s) (if the appointment is outside the statutes) registered* ;
  • 1 M1 form to be filled out and signed (form provided by the CDFE) ;
  • 1 form for the taxes known as “Annex C” to be filled out and signed ;
  • 7 000 XPF for processing fees, payable in cash, by check made out to “CCISM”, by credit card (except AMEX), or by bank transfer (provide the transfer order) to the SOCREDO Account : 00001-77555500070-08.

(*) Documents to be registered with the DAF

The CDFE send the completed M1 form along with the supporting documents to the Trade and Companies Registrar (RCS).

Within 30 days, if no additional information is requested by the RCS, the Kbis extract is sent to the CDFE for delivery to the legal representative of the company.

The CDFE submits the completed M1 form along with the supporting documents to the Institute of Statistics of French Polynesia. Click here to access the ISPF’s official website.

The CDFE submits the completed M1 form along with the supporting documents to the Directorate of Taxes and Public Contributions (DICP) only unpon receipt of the Kbis extract from the RCS, which attests to the legal existence of the company. Click here to access the DICP’s official website.

The CDFE submits the completed M1 form to the Social Welfare Fund (CPS) only unpon receipt of the Kbis extract from the RCS, which attests to the legal existence of the company. Click here to access the CPS’ official website.

NOTE: While it is possible to complete all these formalities oneself, this should not prevent the aspiring business owners from consulting a legal professional who can advise on the choice of legal structure and handle all the administrative procedures on their behalf.

2. Starting operations: tax and reporting obligations

At the start of operations, registration must be made within 30 days with the Center for Business Development and Formalities (CDFE) for commercial and artisanal activities, or directly with the Directorate of Taxes and Public Contributions (DICP) for non-commercial activities.

  • Change of address or activity: declaration within 30 days at the CDFE ;
  • Change of rent, employees or equipment: declaration within 30 days at the DICP.

  • for commercial activities: at the CDFE ;
  • for non-commercial activities: at the DICP.

Declare the turnover (sales and revenue) from the previous year and operating expenses before April 1st.

For companies whose fiscal year coincides with the calendar year, tax returns must be filed no later than April 30th of the following year.

All businesses with a turnover exceeding 10,000,000 XPF per year are subject to VAT, except for companies engaged in export operations, which benefit from an exemption.

The VAT taxpayer has two obligations:

  • To invoice VAT ;
  • To declare and remit the VAT to the tax authority monthly or quarterly.

New VAT taxpayers are required to submit declarations based on their tax regime, which is determined according to their projected turnover.

For further information on taxpayer obligations, access the DICP’s official website.

3. Company deed registration formalities

Registration fees are applicable to contributions made to the company, based on the following rates:

  • Contributions of money, receivables, deposits, guarantees, current accounts, and movable property are tawed at a rate of 1% ;
  • Contributions of business assets, clientele lease rights, or lease promises are taxed at a rate of 3% ;
  • Contributions of real estate or property rights are taxed at a rate of 5% (3% plus the property registration tax of 2%) ;

The minimum registration fee applicable to the creation of companies is 10,000 XPF.

The acts of transferring shares in a company whose capital is divided into shares are subject to a registration fee of 2%. The transfer of social shares, regardless of their nature, is subject to a registration fee of 5%. These fees are based on the price stated in the deed or the accounting value if it is higher.

However, transfers of shares or social shares that grant the holders the right to enjoy or be assigned real estate are taxed as real estate sales.

  • Capital increase through cas contributions are taxed at a fixed fee of 2,500 XPF.
  • For other forms of capital increases, the rates defined in point 1/ are applied.
  • Capital reduction acts are taxed at a fixed fee of 7,000 XPF, unless proportional fees are applied in the case of asset transfers between partners or the acquisition of shares by a partner.

The acts of company dissolution are subject to a fixed fee of 7,000 XPF, unless liquidation is involved. In the case of the transfer of assets to one or more shareholders who are not contributors, transfer or mutation taxes will apply.

Theses registration formalities must be completed with the Directorate of Land Affairs (DAF).