Legal entity
A grouping, company, association, endowed with legal personality, distinct from the individuals composing it, with its own assets, rights and obligations. A registered brokerage firm is a legal entity; the distinction shapes liability, taxation and ORIAS registration.
Key points
- A legal entity distinct from the individuals composing it, with its own assets.
- Can contract, sue and hold rights and obligations in its own name.
- Shareholders' liability is in principle limited to their contributions (depending on corporate form).
- Registration with ORIAS and the RCS is possible for a legal entity, not only for individuals.
Frequently asked questions
Why is it in a broker's interest to operate as a legal entity rather than as a sole trader?
A legal entity provides asset separation between professional and personal property, which protects the manager in the event of financial difficulties. It also facilitates the sale or transfer of the activity, and may present a more reassuring image to banking partners and institutional clients. Certain corporate forms also allow tax optimization on profits and remuneration.
How is a legal entity identified in regulatory registers?
It is identified by its SIREN number in most public registers. At ORIAS, the legal entity is registered in its own name and must designate one or more responsible managers meeting the professional competence requirements. The ORIAS number is assigned to the legal entity, not to the individuals managing it, meaning a change of manager does not require a new registration but an update of the file.
What is the difference between a legal entity and a natural person in the context of professional liability?
A natural person operating in their own name puts their personal assets at risk in the event of professional misconduct. A legal entity, depending on its form (SARL, SAS), in principle limits liability to its own assets, except for management misconduct separable from the exercise of corporate functions. For professional liability insurance, the policy must cover the legal entity itself, and potentially its managers and employees for acts carried out in the course of their duties.
In practice
Two brokers join forces to create a brokerage SAS: as a legal entity, the company can sign its own bank mandates, open a dedicated professional account and register with ORIAS in its own name, while the shareholders are only liable up to their respective contributions.
Official sources
- Article L519-1 of the Monetary and Financial Code · Légifrance
- Prudential supervision and resolution authority · ACPR (Banque de France)