Key Takeaways
- Under the Code de commerce as extended to French Polynesia, all companies must complete registration with the Registre du Commerce et des Sociétés before conducting any lawful business activity in the territory.
- Entity type determines the applicable capital and governance thresholds, meaning a SARL and an SAS are subject to distinct structural requirements at the point of incorporation.
- Beneficial ownership disclosure and KYC documentation are subject to strict verification standards, and incomplete submissions will result in rejection of the registration application by the Tribunal Mixte de Commerce de Papeete.
- Foreign investors establishing a locally registered entity must satisfy obligations tied to capital, director appointment, and identity documentation simultaneously, as each condition forms part of the same registration process.
French Polynesia operates as a French overseas collectivity, and its corporate legal framework draws from French commercial law as adapted and applied locally. Company formation is overseen by the Registre du Commerce et des Sociétés (RCS), which operates under the authority of the Tribunal Mixte de Commerce de Papeete.
Meeting the incorporation requirements French Polynesia mandates is a prerequisite for any valid registration, covering areas from capital thresholds to governance structure and identity documentation.
Failure to satisfy these conditions results in rejection of the registration application or, in cases of post-registration non-compliance, potential dissolution or administrative sanctions. Requirements also vary depending on entity type, such as the SARL or SAS, as well as the sector your business intends to operate in.
The applicable provisions are grounded in the Code de commerce as extended to French Polynesia. This article is most relevant to foreign investors and non-resident business owners seeking to establish a locally registered entity in the territory.
Minimum Share Capital Requirements in French Polynesia
French Polynesia share capital requirements follow the legal framework derived from French commercial law, adapted through local statutes administered by the Tribunal Mixte de Commerce in Papeete. The applicable rules vary by entity type, with the Société à Responsabilité Limitée (SARL) and Société Anonyme (SA) operating under distinct capital structures.
Under the SARL regime, no minimum share capital is prescribed by statute, meaning you may incorporate with a symbolic amount of 1 XPF in principle. For the SA, a minimum threshold applies, and capital must be deposited with a qualifying local bank or notary before registration is completed.
| Parameter | Detail |
|---|---|
| Minimum Authorized Share Capital | None for SARL; statutory minimum applies for SA |
| Maximum Authorized Share Capital | No statutory maximum |
| Minimum Paid-Up Capital | No statutory minimum for SARL |
| Paid-Up Requirement at Incorporation | At least one-fifth of cash contributions must be deposited at incorporation for SA |
| Accepted Currency | CFP Franc (XPF) |
| Accepted Forms of Contribution | Cash and in-kind contributions; in-kind contributions require valuation by a commissaire aux apports |
| Timeframe to Deposit Capital | Prior to filing with the Registre du Commerce et des Sociétés (RCS) |
A SARL with nominal capital still requires a formally defined share structure in its statuts. The RCS will not register a company without documented capital allocation, regardless of the amount.
Company Secretary Requirements in French Polynesia
French Polynesia company secretary requirements differ from many other French-law jurisdictions in one notable respect: there is no statutory obligation to appoint a dedicated company secretary as a distinct corporate officer. Under the local commercial framework, which draws from French metropolitan company law as adapted and applied in the territory, the administrative and compliance functions typically associated with a secretary role are absorbed by the managing director (gérant) in an SARL, or by the board in an SA.
That said, certain corporate secretary obligations in French Polynesia do exist in practice, particularly for sociétés anonymes. The board of directors is responsible for maintaining statutory registers, convening general meetings, filing annual accounts with the Tribunal Mixte de Commerce de Papeete, and ensuring that corporate resolutions are properly recorded.
Qualification criteria for those performing secretarial or equivalent administrative functions:
- No standalone licensing requirement exists for performing company secretarial duties in the territory.
- For an SA, the board collectively holds responsibility; no separate individual must be designated.
- Natural persons or legal entities acting in a secretarial capacity must have legal capacity under French civil law principles.
- There is no residency requirement specific to whoever fulfils this administrative role.
- Professional service providers, such as notaires or fiduciaires, may be engaged to assist, though this is not mandated.
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Registered Office Requirements in French Polynesia
Registered office requirements in French Polynesia follow the general framework of French commercial law as adapted and applied within the territory, meaning your company's siège social must correspond to a real, physically identifiable address where official correspondence and legal notices can be received. Using a false or non-operational address risks administrative sanctions and can expose the entity to nullity proceedings or deregistration by the Tribunal Mixte de Commerce de Papeete.
- A physical address is required; a mere P.O. box does not satisfy the siège social obligation.
- The address must be located within French Polynesia, as the registered office determines the competent jurisdiction for legal proceedings.
- Proof of occupancy is required, typically in the form of a lease agreement, title deed, or a domiciliation contract with an authorised business centre.
- Virtual office arrangements are permissible provided a formal domiciliation agreement is in place with a licensed domiciliation provider.
- The registered address is recorded in the Registre du Commerce et des Sociétés (RCS) and is publicly accessible.
- Any change of registered address must be formally declared to the RCS and published in a journal of legal announcements approved for French Polynesia.
Director Requirements in French Polynesia
Under French Polynesia's corporate framework, director requirements French Polynesia company structures must follow are governed primarily by the local adaptation of French commercial law, as the territory applies metropolitan French legal principles through its own statutes. Upon appointment, a gérant or director assumes personal liability for mismanagement (faute de gestion), statutory reporting obligations, and duties of loyalty toward the entity.
| Parameter | Detail |
|---|---|
| Minimum Number of Directors | One director (gérant) is required for a SARL; a SA requires at least three board members. |
| Maximum Number of Directors | For a SA, the board (conseil d'administration) may not exceed eighteen members under applicable French-derived corporate law. |
| Local/Resident Director Required | No statutory requirement for a resident or locally domiciled director. |
| Nationality Restrictions | No nationality restrictions apply; foreign nationals may serve as directors. |
| Minimum Age Requirement | Directors must be of legal majority, which is 18 years of age. |
| Corporate Directors Permitted | Corporate directors are not permitted to serve as gérant in a SARL; natural persons are required. |
| Director Must Be a Shareholder | No statutory requirement for a director to hold shares in the company. |
| Publicly Listed on Registry | Directors are recorded in the Registre du Commerce et des Sociétés (RCS) and are publicly identifiable. |
| Disqualification Conditions | Prior criminal conviction for financial offences or a court-ordered ban on managing commercial entities results in disqualification. |
Despite French Polynesia's status as an overseas collectivity with significant autonomy, it does not maintain a separate director disqualification register — disqualification orders issued by metropolitan French courts can still carry cross-territorial effect on directors operating there.
Shareholder Requirements in French Polynesia
A Société à Responsabilité Limitée (SARL) in French Polynesia requires a minimum of one shareholder and permits up to 100 associés. A single-member structure, known as an EURL, is legally recognised under the applicable commercial framework.
Nationality and Residency Restrictions
Shareholder requirements in French Polynesia do not impose nationality or residency conditions on associés. Foreign nationals may hold shares without restriction, though certain regulated sectors may apply separate ownership conditions under local law.
Corporate Shareholders
Corporate entities are permitted to act as shareholders in a SARL. No special conditions are attached solely on the basis of the shareholder being a legal person rather than an individual.
Shareholder Liability
Liability is limited to each associé's capital contribution. Extended personal liability does not generally arise unless a court determines that a shareholder has committed acts of fraud or mismanagement.
Register of Shareholders
A register of associés must be maintained at the company's registered office. This document is not publicly accessible, but it must be kept current and made available to authorised parties upon request.
Shareholder Structure Guidance for Your French Polynesia Incorporation
Get clarity on associé requirements, permitted structures, and compliance obligations before you incorporate your business in French Polynesia.
UBO / Beneficial Ownership Disclosure Requirements in French Polynesia
French Polynesia, as a French overseas collectivity, applies French national law on beneficial ownership disclosure, including the requirements established under France's Law on Transparency, Anti-Corruption and Economic Modernisation (Sapin II) and subsequent AML directives transposed into French law.
Under French law applicable in French Polynesia, a beneficial owner is any natural person holding, directly or indirectly, more than 25% of the capital or voting rights of a legal entity.
- At the time of registration, the company must declare its beneficial owner(s) to the Registre des Bénéficiaires Effectifs, maintained within the Registre du Commerce et des Sociétés (RCS).
- A declaration form identifying each UBO by full name, date and place of birth, nationality, and the nature and extent of their interest must be submitted.
- Any change in UBO information must be reported within 30 days of the change occurring.
| Parameter | Detail |
|---|---|
| Ownership Threshold for UBO Status | More than 25% of capital or voting rights |
| Filing Authority | Registre du Commerce et des Sociétés (RCS) |
| Disclosure Deadline at Incorporation | At the time of incorporation registration |
| Publicly Accessible Register | Partially accessible; competent authorities and obliged entities have full access |
| Penalties for Non-Disclosure | Criminal penalties under French law, including fines |
| Ongoing Update Obligation | Yes; updates required within 30 days of any change |
KYC / Document Requirements in French Polynesia
KYC requirements French Polynesia incorporation are governed by the AML/CFT framework applicable through French metropolitan law, extended to the territory via the Code monétaire et financier, with oversight exercised by TRACFIN, France's financial intelligence unit.
Individual / Personal Documents
- Valid government-issued photo ID (passport or national identity card) for each individual director, shareholder, or beneficial owner
- Proof of residential address dated within three months, such as a utility bill or official bank statement
- Completed and signed KYC declaration form confirming personal details and role within the entity
- Recent curriculum vitae or professional background summary may be requested for directors
Corporate Documents
- Certified copy of the certificate of incorporation for any corporate shareholder or director
- Constitutional documents, including articles of association or equivalent instrument, in their current form
- Register of directors and register of shareholders from the corporate entity's home jurisdiction
- Proof of the corporate entity's registered office address
Source of Funds Documentation
- Bank statements covering a minimum of three to six months prior to incorporation
- Audited financial accounts or equivalent where the introducing entity has an established trading history
- Written declaration explaining the origin of capital if bank statements alone are insufficient
Notarisation and Apostille Requirements
- Foreign public documents must carry an apostille under the Hague Convention of 1961 before submission
- Documents issued in a language other than French require certified translation by a sworn translator (traducteur assermenté)
- Notarisation by a French notaire or competent foreign notary may be required for constitutional documents originating outside France
Unsigned or undated proof-of-address documents are among the most common reasons for delays in the registration process handled through the Centre de Formalités des Entreprises.
Company Name Requirements in French Polynesia
Proposed company name requirements French Polynesia follow a prior availability check conducted through the territorial commercial registry before incorporation can proceed. Names that duplicate or closely resemble an already-registered entity are refused.
Your business name must include a legal suffix corresponding to the chosen entity type, such as SARL or SAS, and must be written in French. No specific statutory character limit is widely published, but names must be sufficiently distinct.
Certain terms are restricted. Words implying government affiliation, regulated professional activities, or financial institutions require prior authorization from the relevant supervisory authority before use.
Name reservation is available through the registry and generally holds the chosen name for a limited period ahead of formal registration. Applications are submitted directly to the territorial registry office.
Compliance Services for Companies in French Polynesia
Expanship supports businesses registered in French Polynesia with ongoing compliance obligations, including annual filings, statutory updates, and regulatory reporting with the territorial authorities.
Conclusion
French Polynesia's incorporation requirements reflect its status as a French overseas collectivity, where metropolitan French commercial law applies alongside local regulatory oversight by the Registre du Commerce et des Sociétés de Papeete. Meeting the incorporation requirements for French Polynesia means satisfying obligations tied to capital, identity, and governance before the entity can operate lawfully. Beneficial ownership disclosure and KYC documentation in particular carry strict verification standards. Once these requirements are understood, the practical work of preparing compliant formation documents, appointing qualifying directors, and registering with the appropriate local authority becomes the immediate next step for any foreign investor.
Expanship's Corporate Services for French Polynesia
Incorporating in French Polynesia means working within a framework shaped by local commercial law, the Tribunal Mixte de Commerce, and TEFP tax registration requirements. Expanship's French Polynesia corporate services incorporation support covers the procedural steps involved, from document preparation through to post-incorporation obligations, reducing the administrative weight that falls on your team.
Our service scope addresses the full formation cycle and beyond:
- We prepare and coordinate all registration documents for submission to the relevant local authorities.
- Our team provides registered agent and office solutions to satisfy your physical presence requirements in the territory.
- We handle government filings and liaise directly with regulatory bodies on your behalf.
- Post-incorporation compliance management keeps your entity in good standing over time.
- Banking introduction assistance helps connect your business with suitable local financial institutions.
- We manage tax registration and coordinate with local authorities to ensure the correct fiscal setup from the outset.
Reach out to Expanship French Polynesia to discuss how we can support your incorporation.
Frequently Asked Questions (FAQ)
Foreign nationals can hold shares in a French Polynesia entity, but certain regulated sectors impose local ownership or residency conditions under the rules administered by the Haut-commissariat de la République en Polynésie française. Outside restricted sectors, full foreign ownership is generally permissible. You should confirm the applicable rules for your specific industry before structuring your shareholding.
Failure to comply with beneficial ownership disclosure obligations, which align with French anti-money laundering directives applied in French Polynesia, can result in civil and criminal sanctions against the company and its officers. The obligations derive from French law frameworks extended to the territory, making non-compliance a serious legal exposure rather than a procedural oversight. Directors bear personal liability in cases of deliberate concealment.
A P.O. box alone does not satisfy the registered office requirement in French Polynesia. The address must be a physical location within the territory where official correspondence and legal notices can be formally served. Some registered agent arrangements using a physical premises are acceptable, but the address must be verifiable and maintained for the duration of the company's existence.
French Polynesia applies KYC standards derived from French anti-money laundering legislation, extended to the territory by specific regulatory instruments. The Centre de Formalités des Entreprises (CFE) in Papeete processes registrations and requires identity documentation, proof of address, and source of funds information consistent with those frameworks. There is no entirely separate local KYC regime, but the territorial administration operates with its own procedural requirements.
The director requirement depends on the legal form chosen. An SARL is managed by one or more gérants, with no minimum residency requirement imposed as a general rule, while an SAS requires a président who can be a legal or natural person of any nationality. No blanket local residency condition applies to directors across all entity types, though specific regulated activities may impose additional conditions.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
