Which instruments require registration? Who must carry out the procedures, and where ?

Which instruments require registration?

Registration is mandatory for the sale of shares or goodwill.

However, registration is not obligatory for a recognition of debt or loan, or for a sale of other types of assets that has not been recorded by a notarised instrument.

Nevertheless, registration can attest that the instrument is genuine in the event of disputes, and establish certainty of date.

Furthermore, it gives instruments certainty of date vis-à-vis third parties and allows for their content to be monitored. It represents a foil against false public or private documents (post-dating, overwriting, additions, removing instruments, etc.).

Who is responsible for having the instrument registered?

Any party to the instrument may have it registered.

Where are instruments registered?

For instruments concerning transfers of title, life interest or enjoyment of goodwill or clientele, the tax department in the location of the asset has jurisdiction.

For all other instruments, the tax department in the location of the residence of one of the parties to the instrument has jurisdiction.

For instruments for which registration is not mandatory, you may visit the tax department of your choice.

What are the time lines for registration?

Only instruments for which registration is mandatory (sale of shares or goodwill) must be registered within one month of their signature date.
Otherwise, penalties for late registration apply.

There is no fixed deadline for instruments for which registration is not obligatory (recognition of debts and loans, sales of movable assets by private instruments).

How many copies must be filed?

Two copies of private instruments for which registration is mandatory within a specific time line (see above) must be filed.

One copy attesting to registration will be returned to you and the tax department will keep the other. A copy for each contracting party and two copies for the Commercial Court Registry may also be provided.

For instruments that are registered on a voluntary basis, such as recognition of debts and loans, only one copy for each party is required.

Instruments are drafted in French or must be translated by a sworn translator if drawn up in a foreign language. For the registration procedure, the sworn translation will be presented as the original.

Updated DINR ENR